American CyberSystems to Acquire Analysts International Corporation for $35.0 Million or $6.45 per Share; Transaction Acceler...
28 Agosto 2013 - 2:00PM
Marketwired
American CyberSystems, Inc. (ACS), a global information technology
services company, and Analysts International Corporation (AIC)
(NASDAQ: ANLY), a leading information technology services company,
today announced they have signed a definitive agreement under which
ACS will acquire AIC in a transaction valued at approximately $35.0
million. Under terms of the agreement, ACS will commence a tender
offer for all outstanding shares of AIC for $6.45 per share, in
cash, which is a 62.1 percent premium over the average closing
price for AIC over the past 30 days. AIC's Board of Directors
unanimously approved the transaction and recommends that AIC's
shareholders accept ACS's offer.
"American CyberSystems continues to experience tremendous growth
in the marketplace. The acquisition of AIC allows us to accelerate
our plans for growth in specific desirable geographies and
capitalize on marquee customer opportunities," said Raj Sardana,
ACS Chairman and CEO. "The AIC legacy of service excellence will
remain intact and will be a strong complement to ACS and our
combined customer base."
"This merger is good for our customers, employees and
shareholders," said Brittany McKinney, AIC President and CEO. "By
combining our strengths with the added capabilities and resources
of ACS, AIC will continue to provide the same high value services
our customers have come to expect from us, while expanding our
offerings, delivery capabilities and geographic reach to better
serve them. Our employees will become part of a larger organization
that provides expanded career opportunities and a broader network
of colleagues with a shared passion for customer service. And our
shareholders will receive an immediate cash payment at a
substantial premium to AIC's average recent stock price," concluded
McKinney.
Details Regarding the Proposed AIC
Acquisition Under the terms of the transaction, ACS will
commence a tender offer to acquire all of the outstanding shares of
AIC for $6.45 per share in cash. Closing of the offer is subject to
satisfaction of a 60 percent minimum tender condition, receipt of
funding under ACS's financing commitments, the absence of a
material adverse effect on AIC and other customary conditions.
Following completion of the tender offer, ACS will complete a
second-step merger to convert remaining AIC shares into cash at the
$6.45 per share price. In the event that the tender offer
conditions are not met, the parties have agreed to complete the
transaction through a one-step merger, subject to the receipt of
AIC shareholder approval. Following the closing of the merger, AIC
will become a privately-held company, wholly owned by ACS. ACS
plans to continue to operate the company under the AIC brand.
The transaction is expected to close in the fourth quarter. For
additional information regarding the terms and conditions contained
in the definitive acquisition agreement, please see AIC's Current
Report on Form 8-K, which will be filed in connection with the
transaction.
ACS is being advised by McKenna Long & Aldridge LLP.
Advisors for AIC are Cherry Tree & Associates, LLC and Faegre
Baker Daniels LLP.
About American CyberSystems, Inc. Founded
in 1998, American CyberSystems, Inc. is a global information
technology services company offering IT consulting and staffing
services, systems integration and business solutions to
organizations in a variety of industries. Through its extensive
resource pool and global recruitment centers, ACS offers
unparalleled expertise in delivering solutions for Fortune 1000
companies worldwide. ACS works in partnership with clients to
understand their challenges, share their vision and deliver mission
specific solutions. For more information about American
CyberSystems, please visit http://www.acsicorp.com/.
About Analysts International Corporation
Analysts International Corporation is an IT services firm fully
dedicated to the success and satisfaction of its clients. From IT
staffing to project-based solutions, AIC provides a broad range of
services designed to help businesses and government agencies drive
value, control costs and deliver on the promise of a more efficient
and productive enterprise. AIC offers a flexible, collaborative
approach; clear industry perspective; and the breadth, scale and
experience to deliver results. For more information, visit
http://www.analysts.com/Pages/default.aspx.
Notice to Investors The tender offer for
the outstanding shares of AIC common stock described in this press
release has not yet commenced. This press release is neither an
offer to purchase nor a solicitation of an offer to sell
securities. The solicitation and the offer to buy shares of AIC's
common stock will be made pursuant to an offer to purchase and
other related materials that a wholly owned subsidiary of ACS
(Merger Sub) and ACS expect to file with the U.S. Securities and
Exchange Commission (SEC). At the time the tender offer is
commenced, Merger Sub and ACS will file a tender offer statement on
Schedule TO (including an offer to purchase, a related letter of
transmittal, and other tender offer documents) with the SEC, and
AIC will file with the SEC a solicitation/recommendation statement
on Schedule 14D-9 with respect to the tender offer. Shareholders of
AIC are strongly advised to read the tender offer statement
(including an offer to purchase, a related letter of transmittal
and other tender offer documents) and the related
solicitation/recommendation statement when they become available
because they will contain important information that AIC
shareholders should consider before making any decision regarding
tendering their shares. These materials (and all other materials
filed by AIC with the SEC) will be available to all shareholders of
AIC at no expense to them on the SEC's website at www.sec.gov. Free
copies of the tender offer statement and related materials and the
solicitation/recommendation statement, when available, may be
obtained from the information agent for the tender offer or from
the "Investor Relations" section of the AIC website at
www.analysts.com.
Forward-Looking Statements This press
release contains forward-looking statements that are not historical
facts and are subject to risks and uncertainties that could cause
actual results to differ materially from those described. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements. Without limiting
the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue," or comparable terminology,
are intended to identify forward-looking statements.
Forward-looking statements in this press release include statements
regarding the anticipated benefits of the transaction; statements
regarding the anticipated timing of filings and approvals relating
to the transaction; statements regarding the expected timing of the
completion of the transaction; and any statements of assumptions
underlying any of the foregoing. All forward-looking statements are
based largely on current expectations and beliefs concerning future
events, approvals and transactions that are subject to substantial
risks and uncertainties. Factors that may cause or contribute to
the actual results or outcomes being different from those
contemplated by forward-looking statements include: risks and
uncertainties associated with the tender offer, including
uncertainties as to the timing of the tender offer and merger,
uncertainties as to how many of AIC's shareholders will tender
their shares in the offer, the risk that competing offers will be
made, and the possibility that various closing conditions for the
transaction may not be satisfied or waived. Other factors that may
cause AIC's actual results to differ materially from those
expressed or implied in the forward-looking statements are
discussed in AIC's filings with the SEC, including in its periodic
reports filed on Form 10-K and Form 10-Q with the SEC. Such factors
include (i) the risk that management may not fully or successfully
implement its business plan or maintain profitability in the
future; (ii) the risk that AIC will not be able to realize the
benefits of its investments or exploit other opportunities of the
business in a timely manner or on favorable terms; (iii) prevailing
market conditions in the IT services industry, including intense
competition for billable technical personnel at competitive rates,
strong pricing pressures from many of our largest clients and
difficulty in identifying, attracting and retaining qualified
billable technical personnel; (iv) potentially incorrect
assumptions by management with respect to the financial effect of
prior cost reduction initiatives and current strategic decisions;
and (v) other economic, business, market, financial, competitive
and/or regulatory factors affecting AIC's business generally,
including those set forth in AIC's filings with the SEC. Copies of
AIC's filings with the SEC may be obtained at the "Investor
Relations" section of AIC's website at www.analysts.com. The
forward-looking statements made in this release are made only as of
the date of this release, and AIC undertakes no obligation to
update them to reflect subsequent events or circumstances.
The Information Agent for the Offer is Alliance Advisors. Please
call toll free: 855-325-6670. Banks & Brokers call:
973-873-7721 or E-mail: reorg@allianceadvisorsllc.com
Add to Digg Bookmark with del.icio.us Add to Newsvine
Media Contacts: Clara Abdurazak American CyberSystems,
Inc. 678.553.8930 Email Contact Marne Oberg Analysts International
Corporation 952.838.2867 Email Contact
Grafico Azioni Analysts (NASDAQ:ANLY)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Analysts (NASDAQ:ANLY)
Storico
Da Set 2023 a Set 2024