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To: Glenn Petersen who wrote (2390)3/30/2012 8:24:34 AM
From: Glenn Petersen  Respond to of 3862
 
Lights out for ATS:

Salient Federal Solutions Announces Expiration of Tender Offer for Shares of ATS Corporation

Merger Expected to Close Later Today

Press Release: Salient Federal Solutions, Inc.

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(including approximately 215,861 shares subject to guarantees of delivery) had been validly tendered and not properly withdrawn, representing approximately 97% of the outstanding shares of ATSC.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.

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