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been validly tendered and not properly withdrawn, representing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.