VPGTP, Inc. Announces Commencement of a Tender Offer for All Outstanding Shares of Velocity Portfolio Group, Inc.

WALL, N.J., April 28, 2021 /PRNewswire/ -- VPGTP, Inc., a privately held Delaware corporation ("Offeror"), today announced its intention to commence a tender offer to purchase all of the shares of common stock (the "Shares" or "Common Stock") of Velocity Portfolio Group, Inc., a Delaware corporation ("Velocity"), at a cash purchase price of $4.40 per share. Velocity's Common Stock is currently listed on the OTC Markets Group, Inc.'s Pink platform (the "Pink Sheets") under the symbol "VPGI".

Offeror is owned by John C. Kleinert, the Chief Executive Officer of Velocity. The offer price represents approximately a 35% premium over the closing sale price for Velocity's Common Stock of $3.25 per share on the Pink Sheets on April 27, 2021.

Mr. Kleinert and certain corporate insiders of Velocity, all of whom are either relatives of Mr. Kleinert or founders and employees of Velocity, have agreed to contribute all or some portion of their Common Stock (the "Rollover Shares") to Offeror in exchange for common stock of Offeror of equivalent value. Other than the Rollover Shares, and a small number of shares of Common Stock granted to executives of Velocity that have not yet vested, all Common Stock may be tendered by shareholders in the tender offer. 

The purpose of the tender offer is for Offeror to gain ownership and control over Velocity. If the tender offer is fully subscribed and completed, and the Rollover Shares are contributed to Offeror, Offeror would own between 90% and 100% of the total Common Stock. If less than 100% of the Common Stock is owned by Offeror at the close of the tender offer, Offeror intends to merge Velocity with and into Offeror pursuant to Section 253 of the Delaware General Corporation Law.  Offeror and Velocity entered into an Agreement and Plan of Merger on April 23, 2021 (the "Merger Agreement"), pursuant to which Offeror has committed to consummate the merger immediately after the closing of the tender offer.

The terms and conditions of the tender offer, merger and related transactions will be described in an offer to purchase and letter of transmittal that is being mailed to Velocity stockholders or their nominees today. The closing of the tender offer will be subject to certain conditions, including receipt of all required governmental approvals, if any, and receipt by Offeror of at least 90% of the total outstanding Common Stock (including tendered Shares and the Rollover Shares). The tender offer will not be subject to a financing condition.

The tender offer will expire at 5:00 P.M., New York City time, on May 26, 2021, unless the offer period is extended by Offeror in the manner described in the offer to purchase.

If, as a result of the tender offer, Offeror holds Shares (including the Rollover Shares) that represent at least 90% of the total issued and outstanding Shares, Offeror will, as soon as is practicable after closing of the tender offer, merge Velocity with and into Offeror, with Offeror as the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement, without any action or vote by the remaining shareholder of Velocity.

Morrow Sodali, LLC is acting as information agent for Offeror in the Offer. Continental Stock Transfer & Trust Company is acting as depositary and paying agent in the tender offer. Requests for documents and questions regarding the tender offer may be directed to the information agent by telephone at (800) 607-0088 (for individuals) or (203) 658-9400 (for banks and brokers) or by email at [email protected].

Forward-Looking Statements

This press release may contain certain statements that are "forward-looking statements." Words such as "believe," 'intend," "demonstrate," "expect," "estimate," "anticipate," "should" and "likely" and similar expressions identify forward-looking statements. In addition, statements that are not historical should also be considered forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date the statement was made. Such forward-looking statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. These risks include uncertainties associated with the tender offer and subsequent Merger, including uncertainties as to the timing of the tender offer and Merger, uncertainties as to how many of Velocity's stockholders will tender their shares in the offer, and the possibility that various closing conditions for the transaction may not be satisfied or waived.

The forward-looking statements included in this announcement are made as of the date hereof. Offeror is not under any obligation to (and expressly disclaims any such obligation to) update any of the information in this press release if any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events or otherwise, except as otherwise may be required by the federal securities laws.

Additional Information

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Velocity. As soon as Offeror commences the tender offer, it will, or will cause Velocity to, notify FINRA of its intention to launch the tender offer and will send a formal offer to purchase and letter of transmittal to each of its shareholders or their nominees. Velocity stockholders should read the tender offer documents carefully when they are available because they will contain important information that shareholders should consider before deciding whether to tender their shares. Copies of these documents will also be available for free from the information agent identified in the offer to purchase.

Contact:

Morrow Sodali, LLC
470 West Ave
Stamford, CT 06902 
Tel: (800) 607-0088 (for individuals) or
(203) 658-9400 (for banks and brokers)
Email: [email protected].

SOURCE VPGTP, Inc.