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been validly tendered and not properly withdrawn, representing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.
About ATSC
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.
Website: www.atsc.com
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.
Website: www.salientfed.com
Additional Information
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.
Forward-looking Statements
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.