Below is a chronological history of the merger taken from the S-4.
It appears that ATCT management are pretty good at keeping a secret,
contrary to some of the comments that have been posted over past
quarters:
BACKGROUND OF THE MERGER
On March 24, 1997, Paul G. Stern, a partner of Thayer, met with the
management of ATC for a general overview of ATC's business and a tour of some of
its facilities. Dr. Stern also met with Michael G. Santry, the Chairman of ATC
to discuss the progress and business prospects of IQI. The introduction and
meeting was arranged by J. Frank Mermoud, a director of ATC.
On April 16, 1997, Mr. Santry and Mr. Mermoud met with Rick Rickertsen and
Dr. Stern, partners of Thayer, at a meeting at Thayer's offices in Washington,
D.C.
On April 30, 1997, ATC entered into a mutual confidentiality agreement with
IQI.
On May 12, 1997, Mr. Santry and other representatives of ATC met at Thayer's
offices with Mr. Rickertsen and other representatives of Thayer to discuss the
parties' interest in a business combination.
On July 8, 1997, ATC engaged the investment banking firm of CIBC Oppenheimer
Corp. to serve as ATC's financial advisor in identifying and negotiating
possible strategic alternatives and financing transactions for ATC, which
included a possible combination with IQI.
On August 12, 1997, Stephen A. McNeely, several representatives from IQI and
representatives of CIBC Oppenheimer and Thayer met in ATC's offices with Arthur
Chavoya, ATC's then Chief Executive Officer and President, and several members
of senior management from ATC to exchange and review information with regard to
the operations of their respective companies.
On October 21, 1997, Eric Croson, Chief Financial Officer of IQI, met at
ATC's offices with Matthew S. Waller, Chief Financial Officer of ATC, and Scott
D. Guffey, Vice President of Mergers and Acquisitions of ATC, to discuss the
potential operational efficiencies and savings that could be achieved in a
merger of ATC and IQI.
On November 18, 1997, Mr. Santry and Mr. Rickertsen met in New York to
discuss the terms of the proposed merger.
On or about November 24, 1997, Thayer and IQI sent an initial draft of the
proposed terms of a merger for review by ATC and CIBC Oppenheimer. Based upon
the initial draft of the proposed terms, the executive officers of ATC
authorized CIBC Oppenheimer to explore the possible terms of a business
combination, including possible exchange ratios. From November 25, 1997 through
February 24, 1998, representatives from CIBC Oppenheimer and the executive
officers of ATC negotiated the proposed terms of a merger with IQI.
On February 18, 1998, the ATC Board met, together with its executive
officers, to consider the possible strategic benefits of the proposed merger and
the economic terms on which the proposed merger might be beneficial to ATC.
After deliberations, the ATC Board authorized Mr. Santry and its other executive
officers with the assistance of CIBC Oppenheimer to proceed with the
negotiations with representatives of IQI and Thayer.
On February 20, 1998, Mr. McNeely and representatives of IQI management and
Thayer met via conference call with Mr. Santry and Mr. Waller about a
preliminary due diligence schedule.
On February 24, 1998, the executive officers of IQI and representatives of
Thayer met with the executive officers of ATC and representatives from CIBC
Oppenheimer to negotiate the key terms and logistics of the proposed merger, the
refinancing of ATC's debt and a proposed capital infusion by Thayer in the
combined enterprise. The parties then signed a letter of intent setting forth
the key terms of the proposed merger.
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From February 24, 1998 through April 7, 1998, senior management of the two
companies and representatives of Thayer, together with outside legal counsel and
CIBC Oppenheimer, continued negotiation of a definitive merger agreement and
related agreements and continued their due diligence review of each other's (and
their respective subsidiaries') business, operations and financial condition.
The principal terms negotiated during this time included, without limitation,
the conditions precedent to the proposed merger, the percentage ownership that
ATC equity holders would hold in the combined enterprise, corporate governance
issues, the specific rights of the parties to terminate a merger agreement once
executed, the specific representations and warranties to be made by each party,
the definitive terms of voting agreements by the principal stockholders of IQI
and ATC, and the terms on which Thayer would provide interim working capital
financing or other accommodations for ATC. In addition, IQI negotiated waivers
and additional commitments with its senior lenders regarding the transaction
contemplated by the proposed merger.
On March 5, 1998, members of the IQI Board and management met informally to
consider the
proposed merger. IQI's management reviewed for members of the IQI Board such
matters as the history of the negotiations and proposed terms of the proposed
merger, pertinent information obtained regarding ATC and preliminary plans for
integrating the two companies. In addition to the foregoing and the benefits of
the proposed transaction described under "IQI's Reasons for the Merger" below,
there was also considered the percentage ownership that the IQI stockholders and
option holders would hold in the combined entity, the financial and strategic
business implications of the proposed merger and the potential risks of the
transaction. After full discussion, it was determined that IQI would continue to
pursue the Merger, subject to satisfactory negotiation of final documentation
and due diligence.
Between March 5, 1998 and April 2, 1998, members of the IQI Board had
numerous discussions between and among themselves regarding the Merger and the
terms of the proposed Merger Agreement and related transaction documents. On
April 2, 1998, the IQI Board, by unanimous written consent, concluded that the
Merger is advisable and in the best interests of IQI and its stockholders and
approved the Merger and the Merger Agreement.
On April 6, 1998, the ATC Board held a special meeting to consider the
proposed merger. At the special meeting, members of ATC's senior management,
together with its legal and financial advisors, reviewed with the ATC Board the
results of ATC's due diligence examination, terms of the proposed Merger
Agreement and the other agreements related to the transaction, the background of
the transaction, the potential benefits and risks of the transaction, including
the strategic and financial rationale, and the status of ATC's due diligence
review of IQI. CIBC Oppenheimer reported on the procedures and analyses that it
had performed to date and the outstanding issues or matters that needed to be
satisfied, in its sole discretion, in order to render its opinion to the ATC
Board that the Exchange Ratio is fair, from a financial point of view, to the
holders of shares of ATC Common Stock. All directors were present at this
meeting and voted unanimously to authorize management, subject to satisfactory
negotiation of final documentation and receipt of CIBC Oppenheimer's fairness
opinion, to enter into the Merger Agreement and to recommend to ATC stockholders
that they vote in favor of the Merger.
On April 7, 1998, the ATC Board held a special telephonic meeting to
consider the proposed Merger Agreement, the Thayer Commitment Letter and the
transactions contemplated thereby. At the meeting, the ATC Board, together with
its legal and financial advisors, approved the Merger and the definitive terms
of the Merger Agreement and the other agreements related to the transactions,
and reviewed the potential benefits and risks of the transactions, and a summary
of the financial and valuation analyses of the transactions. At the conclusion
of the presentation, CIBC Oppenheimer delivered its oral opinion that the
Exchange Ratio is fair, from a financial point of view, to the holders of shares
of ATC Common Stock. See "--Opinion of Financial Advisor to ATC" for a
discussion of the factors considered and the analytical methods employed by CIBC
Oppenheimer in delivering such opinion. The ATC Board, by unanimous vote of the
directors, likewise approved the Merger Agreement and the transactions
contemplated thereby.
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On April 7, 1998, ATC and IQI entered into the Merger Agreement, and the
related Thayer Commitment Letter, the Irrevocable Proxy Agreement, the Bank
Commitment Letter, the Securities Purchase and Registration Rights Agreement
were executed by the parties thereto.
On the morning of April 8, 1998, ATC and IQI issued a joint press release
announcing the Merger.
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