Volt (VOLT) and Vega Consulting Announce Final Results of Tender Offer to Acquire Volt
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Volt Information Sciences, Inc. (NYSE American: VOLT) (“Volt” or the “Company”), a global provider of staffing services, and Vega Consulting, Inc. (“Parent”), an affiliate of American CyberSystems, Inc. (“ACS”), a global provider of information technology solutions and services (www.acsicorp.com) announced today the expiration of the previously announced tender offer (the “Offer”) by Vega MergerCo, Inc. (“Merger Sub”) (a wholly owned subsidiary of Parent), to acquire any and all issued and outstanding shares of common stock of the Company (each, a “Share”) at a purchase price of $6.00 per Share (such amount, or any other amount per Share from time to time in accordance with the terms of the Merger Agreement, the “Offer Price”), net to the seller of such Shares, in cash, without interest.
The Offer expired as scheduled at one minute after 11:59 p.m. (12:00 midnight), New York City Time, on April 21, 2022. Computershare Trust Company, N.A. (the “Depositary and Paying Agent”) has advised Parent that, as of that time, 19,423,599 Shares had been validly tendered and not withdrawn in the Offer. Such tendered Shares represent approximately 87.89% of the outstanding Shares. In addition, 247,814 Shares were tendered through notices of guaranteed delivery in the form accompanying the Offer ( “Notices of Guaranteed Delivery”) with respect to Shares that had not been delivered in settlement or satisfaction of such guarantees, representing approximately 1.12% of the outstanding Shares. Merger Sub has accepted for payment all Shares validly tendered and not withdrawn (other than Shares tendered through Notices of Guaranteed Delivery with respect to Shares that had not been delivered in settlement or satisfaction of such guarantees prior to such acceptance) and will promptly pay for such Shares in accordance with the terms of the Offer.
Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 12, 2022, among Volt, Parent and Merger Sub (the “Merger Agreement”), on April 22, 2022, Merger Sub intends to exercise the “top-up” option granted to Merger Sub by the Company (the “Top-Up Option”) to purchase, at a price per Share equal to $6.00, an aggregate number of additional Shares (the “Top-Up Shares”) that, when added to the number of Shares owned by Parent and its subsidiaries immediately prior to the exercise of the Top-Up Option, would constitute one Share more than 90% of the Shares outstanding immediately after the issuance of the Top-Up Shares on a fully diluted basis.
In accordance with the Merger Agreement, Merger Sub intends to effect a “short-form” merger with the Company under the applicable provisions of the Business Corporation Law of the State of New York on April 25, 2022, at which time the Company will become a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, each Share that was issued and outstanding immediately prior to the effective time of the Merger (other than Shares owned directly or indirectly by the Company, Parent or Merger Sub) will be converted automatically into the right to receive the Offer Price in cash, without interest, on the terms and subject to the conditions set forth in the Merger Agreement (subject to appraisal rights).
As promptly as practicable after the consummation of the Merger, Parent intends to cause all Shares to be delisted from the NYSE American stock exchange and deregistered under the Securities Exchange Act of 1934, after which the Company will no longer have reporting obligations thereunder.
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