..ATS Corporation Enters Into Merger Agreement With Salient Federal Solutions
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MCLEAN, Va. and FAIRFAX, Va., Feb. 21, 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 they have entered into a definitive merger agreement, pursuant to which Salient will acquire ATSC through a cash tender offer at $3.20 per share.
The transaction will be financed from Salient's equity capital commitments and debt financing. The proposed transaction has been unanimously approved by the board of directors of both companies. In addition, certain ATSC board members have signed a tender and voting agreement in support of the offer, and certain principal stockholders of ATSC have signed similar agreements.
Over its 33 year history, ATSC has built a solid reputation for its implementation of technical solutions with measurable results. Together the organizations offer a full suite of capabilities that will provide end-to-end solutions for customers across Federal civilian, Department of Defense and intelligence agencies, as well as commercial clients.
"ATSC's long-term performance in delivering high-quality solutions and services within the federal marketplace is evident through the many long-standing relationships it has with its customers," said Brad Antle, president and CEO of Salient. "We look forward to the opportunity to build on ATSC's offerings and relationships, where we can help them address the many immediate customer requirements for delivery of rapid solutions."
"We believe this transaction will expand the opportunities for both our customers and employees as the combination of ATSC and Salient will allow us to extend the range and depth of solutions we can offer as well as open new markets to pursue," commented ATSC Co-Chief Executive Officers, Pamela Little and John Hassoun.
Tender Offer and Closing
Under the terms of the definitive merger agreement, Salient will commence a cash tender offer no later than February 28, 2012 to acquire ATSC's outstanding shares of common stock at $3.20 per share. The closing of the tender offer, which is expected to occur late in the first quarter or early in the second quarter of 2012, is subject to customary terms and conditions, including the tender of at least 75% of ATSC's shares and regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act. In the event the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of stockholder approval. The definitive merger agreement also provides for customary termination fees payable by either Salient or ATSC under certain circumstances, and a provision under which ATSC has agreed not to solicit any competing offers.
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