Integrated Mission Solutions, LLC Successfully Completed Tender Offer for Shares of Michael Baker Corporation
08 Octobre 2013 - 2:46PM
Business Wire
Michael Baker Corporation (“Baker”) (NYSE MKT:BKR) and
Integrated Mission Solutions, LLC (“IMS”), an affiliate of DC
Capital Partners LLC, today announced the successful completion of
the cash tender offer (the “Offer”), by CDL Acquisition Co. Inc., a
wholly owned subsidiary of IMS (“Merger Sub”), for the outstanding
shares of common capital stock of Baker for $40.50 per share in
cash, without interest and subject to any applicable withholding
taxes.
The Offer and withdrawal rights expired at midnight, Eastern
time, at the end of the day on Monday, October 7, 2013. American
Stock Transfer & Trust Company, LLC, the depositary for the
Offer, has indicated that approximately 8,264,809 shares were
validly tendered in the offer and not validly withdrawn (including
approximately 177,582 shares delivered through notices of
guaranteed delivery), representing approximately 85.3% of the
outstanding common stock of Baker. Merger Sub will accept for
payment in accordance with the terms of the Offer all shares that
were validly tendered and not validly withdrawn prior to the
expiration of the Offer (including all shares delivered through
notices of guaranteed delivery), and payment for such shares will
be made promptly, in accordance with the terms of the Offer.
IMS and Merger Sub expect to effect a merger of Merger Sub with
and into Baker without a vote or meeting of Baker’s shareholders in
the coming days. In the merger, each outstanding Baker share not
tendered and purchased in the Offer, if any (other than those as to
which holders properly exercise dissenters rights, if any) will be
converted into the right to receive the same $40.50 per share
price, without interest and subject to any applicable withholding
taxes, that was paid in the tender offer. As a result of the
merger, Baker will become a wholly owned subsidiary of IMS.
Following the merger, Baker’s common stock will cease to be traded
on the NYSE MKT.
About Michael Baker Corporation
Baker provides professional planning, design, engineering and
consulting expertise for public and private sector clients
worldwide. With more than 2,900 employees in offices across the
United States, Baker is consistently ranked in the past 9 years by
ENR among the top 8% of the 500 largest U.S. design firms. Baker’s
services span the complete life cycle of infrastructure and managed
asset projects, including planning, design, construction services,
asset management and asset renewal. The company creates value for
its clients by delivering innovative and sustainable solutions for
infrastructure and the environment. Baker provides services for a
variety of end markets, including surface transportation, aviation,
rail & transit, environmental, oil & gas, water, and urban
development. Learn more at www.mbakercorp.com.
About Integrated Mission Solutions, LLC
IMS provides high-end engineering, development, intelligence and
technology solutions with global reach and mobility. With
approximately 2,150 employees, IMS provides a comprehensive
continuum of mission critical services and solutions including:
engineering and construction; technical and professional services;
full life cycle support; human intelligence operational support;
analysis and training; management consulting and competitive
intelligence; research, test, evaluation, and procurement of
emerging technologies; software development; and enterprise
solutions. IMS has a diverse customer base with a primary focus on
the United States Intelligence Community, Department of State,
Department of Homeland Security, United States Army Corps of
Engineers and other federal agencies. Learn more at
www.integratedmissionsolutionsllc.com.
About DC Capital Partners, LLC
DC Capital is a private investment firm headquartered in
Alexandria, VA focused on making control investments in middle
market companies that provide differentiated and innovative
services and solutions to the United States government. DC
Capital's investment strategy emphasizes sectors that it believes
offer the most compelling growth opportunities including,
Infrastructure and Development, Intelligence, Security, Information
Technology, and Operations and Maintenance. Learn more at
www.dccapitalpartners.com.
Note with respect to Forward-Looking
Statements:
This press release contains forward-looking statements with
respect to the tender offer and related transactions, including the
expected timing of the commencement and completion of the tender
offer. When used in this press release, the words “can,” “will,”
“intends,” “expects,” “is expected,” similar expressions and any
other statements that are not historical facts are intended to
identify those assertions as forward-looking statements. Such
statements are based on a number of assumptions that could
ultimately prove inaccurate, and are subject to a number of risk
factors, including uncertainties regarding the timing of the
closing of the transaction and the risk that the transaction will
not close. Factors that could cause actual results to differ
materially include the following: the risk that the company
experiences a material adverse change giving IMS the right not to
close the transaction, the risk that IMS is unable to close on its
financing and the risk that Baker’s businesses will suffer due to
uncertainty related to the transaction, the competitive environment
in our industry and competitive responses to the transaction. Baker
does not assume any obligation to update any forward-looking
statement, whether as a result of new information, future events or
otherwise. Further information on factors that could affect Baker’s
financial results is provided in documents filed by Baker with the
SEC, including Baker’s recent filings on Form 10-Q and Form
10-K.
Michael Baker CorporationDavid Higie, 412-269-6449
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