OAO Technology Solutions Extends the Expiration Date for its Tender Offer
December 15 2003 - 6:00AM
PR Newswire (US)
OAO Technology Solutions Extends the Expiration Date for its Tender
Offer GREENBELT, Md., Dec. 15 /PRNewswire-FirstCall/ -- OAO
Technology Solutions(R) ("OAOT" or the "Company") announced today
that it has extended the expiration date for its $3.15 net per
share, without interest, offer in cash for any and all outstanding
shares of its common stock until 5:00 p.m., New York City time, on
Thursday, December 18, 2003, unless further extended. As of the
previous expiration date of 5:00 p.m., New York City time, on
December 12, 2003, 6,280,241 shares of the Company's common stock
had been tendered and not withdrawn, representing approximately
75.9% of the shares of the Company's common stock owned by its
unaffiliated stockholders and, when combined with the 8,584,164
shares owned of record by Terrapin Partners Subsidiary LLC, which
will not tender shares in the offer, represents approximately 84.8%
of the total number of shares outstanding as of November 7, 2003.
(Logo: http://www.newscom.com/cgi-bin/prnh/20030326/DCW001LOGO ) As
of December 12, 2003, the number of shares tendered by the
unaffiliated stockholders of the Company was sufficient to satisfy
the nonwaivable majority of the minority condition, which requires
as of the expiration of the offer that more than 4,139,799 shares
held by the unaffiliated stockholders must be tendered and not
withdrawn. The offer period is being extended, however, in order to
address and resolve comments received from the staff of the
Securities and Exchange Commission ("SEC") on the previously filed
offering documents while at the same time giving other stockholders
of OAOT additional time to tender their shares. The tender offer is
being made pursuant to an Agreement and Plan of Merger, dated
November 5, 2003, by and among Terrapin Partners Holding Company
LLC, Terrapin Partners Subsidiary LLC, its wholly owned subsidiary,
TP Merger Sub, Inc. and the Company. This announcement is neither
an offer to purchase nor a solicitation of an offer to sell shares
of OAOT. OAOT and the other filing persons filed the Offer to
Purchase and related materials with the SEC on November 13, 2003.
Before any decision is made with respect to the offer, stockholders
of OAOT are strongly advised to read the Offer to Purchase and the
related offer documents, including the letter of transmittal.
Copies of these offer documents have been mailed to OAOT
stockholders and may be obtained at no charge from the website
maintained by the SEC at http://www.sec.gov/. OAOT stockholders can
call Morrow & Co., Inc., the Information Agent for the offer,
toll-free at (800) 607-0088 with questions relating to the offer
(banks and brokers please call (800) 654-2468). About OAO
Technology Solutions, Inc. OAOT operates across two lines of
business: Managed IT and Healthcare IT Solutions. As a partner to
global outsourcers and major corporations, OAOT delivers managed IT
solutions to commercial clients and government agencies worldwide.
The Company's key offerings include: application management, IT
infrastructure support, professional staffing services and
healthcare IT solutions. Headquartered in Greenbelt, Maryland, the
Company's 2,500 employees work in over 200 locations throughout the
world. For more information visit our website at
http://www.oaot.com/. SAFE HARBOR STATEMENT: This press release
contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 regarding the
Company's current beliefs and expectations as to its future
performance. Future events and the Company's actual results may
differ materially from the results reflected in these
forward-looking statements. Factors that might cause such a
difference include, but are not limited to: dependence on key
strategic and end-user customers, the ability to establish new
strategic customer relationships, risks associated with fixed-price
contracts, the ability to sustain and manage growth, lower than
expected revenue growth and pricing pressure from strategic and
other customers, inability to achieve marketing and sales goals and
other business development initiatives including the ability to
sell new healthcare software licenses, difficulties of investments
in infrastructure, potential changes in the prevailing technology
away from outsourcing IT applications, the ability of the Company
to successfully develop new products that will enable the Company
to remain competitive in the healthcare IT market, the ability to
make necessary enhancements or developments to the Company's
existing software products, possible deferral of revenue, profit
and cash flow from any increase in per-member, per month and/or
percentage-of-completion basis software sales in relation to total
software sales, inability to successfully install healthcare
software on a timely or profitable basis, competition in the
industry, general economic conditions and level of information
technology service spending, the possibility that strategic or
other customers could invoke termination clauses contained in the
Company's contracts, dependence on key personnel, the ability to
attract, hire and retain personnel who possess the technical skills
and experience necessary to meet the service requirements of the
Company's clients, the ability to successfully integrate recent
acquisitions, the potential liability with respect to actions taken
by its employees, the ability to control and reduce costs of the
business, risks associated with international sales including
exposure to fluctuations between the U.S. dollar and foreign
currencies, customers and suppliers; and other risks described
herein and in the Company's other SEC filings. The Company
undertakes no duty to publicly update any "forward-looking
statements", whether as a result of new information, future events
or otherwise.
http://www.newscom.com/cgi-bin/prnh/20030326/DCW001LOGO DATASOURCE:
OAO Technology Solutions, Inc. CONTACT: Media, Deborah Starke,
+1-301-486-2383, or , Investor, J. Jeffrey Fox, +1-301-486-2313, or
Maisha Hoye, +1-301-486-2388, or , all of OAO Technology Solutions,
Inc. Web site: http://www.oaot.com/
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