As previously announced, GTSI® Corp. (NASDAQ: GTSI), a systems
integration, solutions and services provider to government, entered
into a definitive merger agreement on May 7, 2012 (the “Merger
Agreement”) to be acquired through a cash tender offer at $7.75 per
share by a subsidiary of UNICOM® Systems, Inc. (“UNICOM”), a global
information technology company and part of the UNICOM® group of
companies, followed by a second step merger, in a transaction with
an expected total value of approximately $76.67 million.
GTSI today announced the expiration of the “go-shop” period
pursuant to the terms of the previously announced Merger Agreement
with Unicom under which GTSI and its representatives were permitted
to actively solicit alternative acquisition proposals for a period
of 30 calendar days, which expired at 11:59 p.m. New York City time
on June 6, 2012, and to continue negotiations with certain
qualifying bidders. On June 8, 2012, the Board of Directors of GTSI
confirmed that, while GTSI did receive a letter of interest, it did
not receive any superior acquisition proposals during the “go-shop”
period.
Today, GTSI also announced that it and other named defendants
have reached an agreement in principle with plaintiffs to settle
the consolidated class action lawsuit captioned Mark Oppenheim v.
GTSI Corp. et al. This lawsuit relates to the proposed acquisition
of GTSI by UNICOM. Pursuant to this agreement, GTSI has filed an
amendment to its Solicitation/Recommendation Statement on Schedule
14D-9 with the Securities and Exchange Commission, which can be
accessed free of charge at the Securities and Exchange Commission’s
website at www.sec.gov, or GTSI's
website, www.gtsi.com. The amended
Schedule 14D-9 contains certain additional disclosures GTSI has
agreed to make in connection with the settlement of the class
action lawsuit, although GTSI has not admitted in any way that
those disclosures are material or are otherwise required by law.
The settlement will not affect the offer price to be paid in the
tender offer by a subsidiary of UNICOM or the merger consideration
GTSI's stockholders would be entitled to receive pursuant to the
terms of the Merger Agreement. The settlement is conditioned upon,
among other things, negotiation of a memorandum of understanding,
confirmatory discovery, final stipulation of settlement and receipt
of final required court approvals.
About GTSI Corp.
GTSI (NASDAQ: GTSI) is a leading provider of technology
solutions and professional services to federal, state and local
governments. Founded in 1983, GTSI has helped meet the unique IT
needs of more than 1,700 governmental agencies nationwide. GTSI
professionals draw on their deep knowledge, strategic partnerships,
customer service and more than 740 industry certifications to guide
agencies in selecting the most cost-effective technology available.
GTSI has extensive capabilities and past performance in software
development, data center, networking, collaboration, security and
cloud computing solutions. In addition, GTSI's advanced
engineering, integration, support and financial services - and
broad portfolio of contracts - ease the planning, purchasing and
deployment of solutions, and facilitates the management of
mission-critical IT throughout the lifecycle. Headquartered in
Herndon, VA, GTSI has approximately 450 employees. For more
information visit GTSI's website at www.gtsi.com.
About Unicom Systems, Inc.
UNICOM® Systems, Inc., a division of the UNICOM group of
companies, is a global leader in providing innovative software and
solutions for the enterprise computing community. Through over
three decades of continued development and commitment, UNICOM has
redefined the economics and quality of automation for its
customers, delivering a new era of collaboration, data management,
data-warehousing, outsourcing, integration, communications and
commerce.
About The UNICOM® Group
www.unicomglobal.com
The UNICOM Group consists of twenty (20) entities with offices
in Los Angeles, Dallas, Boston, New Hampshire, New Jersey, Germany,
France, UK, Italy, Spain, Belgium and Switzerland. UNICOM focused
on acquiring and integrating mature and growing mid-cap NASDAQ and
London Stock Exchange AIM companies in the technology, financing,
real estate, and business services. UNICOM offers deep in-house
resources and flexible solutions to sellers worldwide, including
privatization, core-products consolidation, IT assets alignments,
management independence, integration matrix, and global business
strategy.
For more information about the UNICOM® group of companies please
go to
www.unicomglobal.com IBM mainframe systems
products
www.macro4.com
Document management solutions
www.softlanding.com IBM i software products
www.eden.com
ITPowerPac solutions for Open Systems
www.illustro.com
Internet enablement products
www.ietsolutions.com IT services management
products
www.cics.com
Outsourcing and corporate procurement
Additional Information
The tender offer for the outstanding shares of GTSI commenced on
May 18, 2012. This announcement is not a recommendation, an offer
to purchase or a solicitation of an offer to sell shares of GTSI.
On May 18, 2012, UNICOM filed a tender offer statement on Schedule
TO with the Securities and Exchange Commission, and on the same
day, GTSI filed a solicitation/recommendation statement on Schedule
14D-9 with respect to the tender offer. Investors and GTSI
stockholders are strongly advised to carefully read the tender
offer statement (including the offer to purchase, the letter of
transmittal and the related tender offer documents) and the related
solicitation/recommendation statement, as they contain important
information, including the various terms of, and conditions to, the
tender offer. Such materials are available to GTSI’s stockholders
at no expense to them and GTSI stockholders may obtain these
documents for free from the Securities and Exchange Commission’s
website at www.sec.gov.
GTSI and GTSI.com are registered trademarks of GTSI Corp. in the
U.S. and other countries. All trade names are the property of their
respective owners.
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