UNICOM to Acquire GTSI Corp. (GTSI) for $7.75/Share
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GTSI Corp. (Nasdaq: GTSI), announced it has entered into a definitive agreement to be acquired through a cash tender offer at $7.75 per share by an affiliate of UNICOM® Systems, Inc., a global information technology company and part of the UNICOM® group of companies, in a transaction with an expected total value of approximately $76.67 million. Under the terms of the agreement, which was unanimously approved by a special committee of independent GTSI directors and GTSI's full Board of Directors, the tender offer is not subject to any financing contingencies.
Under the terms of the definitive agreement, a wholly-owned subsidiary of UNICOM will commence a cash tender offer to acquire GTSI’s outstanding shares of common stock at $7.75 per share. The closing of the tender offer, which is expected to occur in the second or early third quarter of 2012, is subject to customary terms and conditions, including the tender of at least a majority of GTSI’s shares (on a fully diluted basis) and regulatory approvals including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The definitive merger agreement provides for the parties to effect, subject to customary conditions, a merger following the completion of the tender offer, which will result in all shares not tendered in the tender offer being converted into the right to receive $7.75 per share in cash. Upon completion of the merger, GTSI will become a private company, wholly owned by UNICOM.
Under the terms of the definitive merger agreement, GTSI is permitted to solicit alternative acquisition proposals from third parties through June 6, 2011 and intends to consider any such proposals. There can be no assurance that the solicitation of such proposals will result in an alternative acquisition transaction. It is not anticipated that any developments will be disclosed with regard to this process unless the Company's Board of Directors makes an affirmative decision to proceed with an alternative acquisition proposal. In addition, GTSI may, at any time, subject to the terms of the definitive merger agreement, respond to unsolicited alternative acquisition proposals. The definitive merger agreement also contains certain break-up fees payable to UNICOM in connection with the termination of the definitive merger agreement under certain circumstances.
GTSI’s largest shareholder, Linwood (Chip) Lacy, who is also a director, a related entity, and another director have entered into stockholder tender agreements in support of the transaction. Mr. Lacy and such related entity beneficially own approximately 17% of GTSI's common stock.
Raymond James & Associates, Inc. is acting as exclusive financial advisor to GTSI. Holland & Knight, LLP is acting as legal advisor to GTSI and its Board of Directors. Stout Risius Ross, Inc. provided a fairness opinion to GTSI's Board of Directors and the special committee.
Under the terms of the definitive agreement, a wholly-owned subsidiary of UNICOM will commence a cash tender offer to acquire GTSI’s outstanding shares of common stock at $7.75 per share. The closing of the tender offer, which is expected to occur in the second or early third quarter of 2012, is subject to customary terms and conditions, including the tender of at least a majority of GTSI’s shares (on a fully diluted basis) and regulatory approvals including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The definitive merger agreement provides for the parties to effect, subject to customary conditions, a merger following the completion of the tender offer, which will result in all shares not tendered in the tender offer being converted into the right to receive $7.75 per share in cash. Upon completion of the merger, GTSI will become a private company, wholly owned by UNICOM.
Under the terms of the definitive merger agreement, GTSI is permitted to solicit alternative acquisition proposals from third parties through June 6, 2011 and intends to consider any such proposals. There can be no assurance that the solicitation of such proposals will result in an alternative acquisition transaction. It is not anticipated that any developments will be disclosed with regard to this process unless the Company's Board of Directors makes an affirmative decision to proceed with an alternative acquisition proposal. In addition, GTSI may, at any time, subject to the terms of the definitive merger agreement, respond to unsolicited alternative acquisition proposals. The definitive merger agreement also contains certain break-up fees payable to UNICOM in connection with the termination of the definitive merger agreement under certain circumstances.
GTSI’s largest shareholder, Linwood (Chip) Lacy, who is also a director, a related entity, and another director have entered into stockholder tender agreements in support of the transaction. Mr. Lacy and such related entity beneficially own approximately 17% of GTSI's common stock.
Raymond James & Associates, Inc. is acting as exclusive financial advisor to GTSI. Holland & Knight, LLP is acting as legal advisor to GTSI and its Board of Directors. Stout Risius Ross, Inc. provided a fairness opinion to GTSI's Board of Directors and the special committee.
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