VPGTP, Inc. Successfully Completes tender offer for Velocity Portfolio Group, Inc.

WALL, N.J., May 28, 2021 /PRNewswire/ -- VPGTP, Inc., a privately held Delaware corporation ("Offeror"), announced today the successful completion of its cash tender offer for all of the outstanding shares of common stock of its affiliate Velocity Portfolio Group, Inc., a Delaware corporation currently listed on the OTC Market Group's Pink platform ("Velocity") (Pink:VPGI). The tender offer expired as scheduled at 5:00 P.M. on May 26, 2021 (the "Expiration Date"). Offeror announced that it would complete the transaction by merging Velocity with and into Offeror.

Based on information from the depositary for the tender offer, 970,741 shares of common stock of Velocity were validly tendered and not withdrawn as of the Expiration Date (the "Tendered Shares"). Another 7,325,602 shares are scheduled to be rolled into Offeror (the "Rollover Shares') pursuant to the Contribution, Exchange and Support Agreement entered into between Offeror and certain founders and executives of Velocity and their family members prior to the launch of the tender offer.  Together, the Tendered Shares and Rollover Shares represent approximately 92.73% of the total issued and outstanding shares of Velocity, all of which will be owned by Offeror after settlement of the tender offer and rollover of the Rollover Shares (collectively, the "Settlement").

Immediately after the Settlement, Offeror intends to complete the acquisition by merging Velocity with and into Offeror pursuant to Delaware's short-form merger statute, at which time Velocity will cease to exist and its common stock will no longer trade on the OTC Markets Group's Pink platform.  Offeror is, and will continue after the merger to be, a privately held company that does not trade on any exchange. 

As previously announced on April 26, 2021, Offeror and Velocity entered into a definitive merger agreement for Offeror to acquire all of the outstanding shares of common stock of Velocity in the tender offer for $4.40 per share, net to the holder thereof in cash.  Pursuant to the merger agreement, each share of common stock of Velocity not tendered in the tender offer, other than the Rollover Shares and certain shares of common stock granted to employees that had not yet vested or shares held by Velocity shareholders who have properly preserved their appraisal rights under Delaware law, will be converted into the right to receive $4.40 per share in cash, without interest (the same price paid in the tender offer), in the merger.  Offeror expects to cause the merger to be completed in the next few days, pending confirmation from the depositary of proper payment and settlement of all Tendered Shares and Rollover Shares first.

For more information on the tender offer or merger, please contact Morrow Sodali, LLC, who is acting as the information agent for the tender offer and merger, 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 includes forward-looking statements that are subject to risks, uncertainties and other factors including the risk that the merger contemplated by the merger agreement will be delayed or will not be consummated.

SOURCE VPGTP, Inc.