Related Cos to Acquire KSW (KSW) in $5/Share Cash Deal
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KSW, Inc. (Nasdaq: KSW) has entered into a definitive merger agreement.
Under the terms of the agreement, a subsidiary of Related Companies ("Merger Sub") will acquire all of the outstanding shares of common stock of KSW for $5.00 per share in cash through a cash tender offer followed by a merger. The transaction is valued in the aggregate at approximately $32.1 million. The cash consideration represents a premium of approximately 23% to KSW's closing share price on September 7, 2012, the last trading day before KSW publicly announced the merger. The agreement has been unanimously approved by KSW's Board of Directors.
Under the terms of the merger agreement, the parties anticipate that Merger Sub will commence a tender offer for all of the outstanding shares of KSW before September 21, 2012. If the first step tender offer is successfully completed, Merger Sub will acquire any of the KSW shares of common stock not tendered in the tender offer through a second step merger transaction in which the remaining KSW shares are converted into a right to receive the same consideration per share as paid in the tender offer. The tender offer transaction, which is subject to customary closing conditions, is expected to close by October 26, 2012.
Completion of the tender offer is subject to, among other things, the satisfaction of the minimum tender condition of at least a majority of KSW's outstanding shares of common stock on a fully diluted basis, and other customary closing conditions. The transaction is not subject to a financing condition.
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Under the terms of the agreement, a subsidiary of Related Companies ("Merger Sub") will acquire all of the outstanding shares of common stock of KSW for $5.00 per share in cash through a cash tender offer followed by a merger. The transaction is valued in the aggregate at approximately $32.1 million. The cash consideration represents a premium of approximately 23% to KSW's closing share price on September 7, 2012, the last trading day before KSW publicly announced the merger. The agreement has been unanimously approved by KSW's Board of Directors.
Under the terms of the merger agreement, the parties anticipate that Merger Sub will commence a tender offer for all of the outstanding shares of KSW before September 21, 2012. If the first step tender offer is successfully completed, Merger Sub will acquire any of the KSW shares of common stock not tendered in the tender offer through a second step merger transaction in which the remaining KSW shares are converted into a right to receive the same consideration per share as paid in the tender offer. The tender offer transaction, which is subject to customary closing conditions, is expected to close by October 26, 2012.
Completion of the tender offer is subject to, among other things, the satisfaction of the minimum tender condition of at least a majority of KSW's outstanding shares of common stock on a fully diluted basis, and other customary closing conditions. The transaction is not subject to a financing condition.
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