Salient Federal Solutions Announces Expiration of Tender Offer for Shares of ATS Corporation Merger Expected to Close Later Today
MCLEAN, Va. and FAIRFAX, Va., March 30, 2012 /PRNewswire/ -- ATS Corporation (NYSE AMEX: ATSC), a leading information technology company that delivers innovative technology solutions to government and commercial organizations, and Salient Federal Solutions, Inc. (Salient), a leading provider of information technology, engineering, and intelligence analytic services to agencies in the intelligence, defense, homeland security, and cyber domains, today announced that the tender offer by Atlas Merger Subsidiary, Inc. ("Purchaser") for all of the outstanding shares of common stock of ATSC at a price of $3.20 per share has expired.
On February 21, 2012, ATSC announced that it had entered into a definitive merger agreement with Salient. On February 28, 2012, Salient commenced a cash tender offer to acquire ATSC's outstanding shares of common stock at $3.20 per share net to the seller in cash, without interest and less any required withholding taxes. The tender offer expired at 11:59 p.m., New York City time, on March 29, 2012, and Wells Fargo Bank, N.A., the depositary for the tender offer, has advised that, as of the expiration time, 22,552,686 shares of ATSC common stock (including approximately 215,861 shares subject to guarantees of delivery) had been validly tendered and not properly withdrawn, representing approximately 97% of the outstanding shares of ATSC. All of these shares have been accepted for payment by Purchaser.
In accordance with the definitive merger agreement, Salient is in the process of effecting a "short-form" merger under Delaware law, pursuant to which Purchaser will merge with and into ATSC. The merger is expected to occur today. In the merger, each share of ATSC common stock not previously purchased in the tender offer (other than any stockholders validly exercising their appraisal rights under Delaware law) will be converted into the right to receive $3.20 per share net to the seller in cash, without interest and less required withholding taxes. As a result of the completion of the merger, ATSC's common stock will cease trading on the NYSE AMEX.
ATSC is a leading provider of software and systems development, systems integration, infrastructure management and outsourcing, information sharing, training and consulting to the Department of Defense, federal civilian agencies, public safety and national security customers, as well as commercial enterprises. Headquartered in McLean, Virginia, the Company has more than 400 employees.
About Salient Federal Solutions
Salient Federal Solutions is a leading provider of Federal IT and engineering solutions that enable government and industry to respond quickly to new or surge mission requirements with exactly the right people, skills, expertise, and technical solutions. The company works to accelerate mission impact by delivering highly adaptable technology services, engineering solutions, and domain expertise that enable customers to rapidly meet the pressing requirements of today, while anticipating tomorrow's evolving challenges. Salient Federal Solutions is headquartered in Fairfax, Va., with offices in Colorado Springs, Orlando, San Diego, and Tampa.
This communication is neither an offer to purchase nor solicitation of an offer to sell securities. A subsidiary of Salient has filed a tender offer statement on Schedule TO with the Securities and Exchange Commission (the "SEC"), and ATSC has filed a solicitation/recommendation statement on Schedule 14D-9, with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials have been made available to ATSC's stockholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) are available at no charge on the SEC's website: www.sec.gov.
All statements in this press release that do not directly and exclusively relate to historical facts constitute "forward-looking statements" within the meaning of that term in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These statements and this information represent ATSC's intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, of which many are beyond the control of ATSC. These factors could cause actual results to differ materially from such forward-looking statements or forward-looking information. These factors include but are not restricted to: uncertainties as to the timing of the tender offer and the merger; uncertainties as to how many of ATSC's stockholders will tender their shares in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including regulatory clearance; ATSC's dependence on contracts with federal government agencies for the majority of its revenue, ATSC's dependence on its GSA schedule contracts and its position as a prime contractor on government-wide acquisition contracts to grow its business, and other factors discussed in ATSC's latest annual report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2011. The words "believe," "estimate," "expect," "intend," "anticipate," "foresee," "plan," and similar expressions and variations thereof, identify certain of such forward-looking statements or forward-looking information, which speak only as of the date on which they are made. ATSC disclaims any intention or obligation to publicly update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements or on this forward-looking information.
SOURCE Salient Federal Solutions, Inc.