GTSI Corp. (NASDAQ: GTSI), a systems integration, solutions and services provider to government and UNICOM Systems, Inc. (“UNICOM”), a global information technology company and part of the UNICOM group of companies, today announced that that they have successfully completed the acquisition of GTSI by UNICOM SUB ONE, Inc. (“UNICOM SUB ONE”), an affiliate of UNICOM.
The offering period of the tender offer for all of the outstanding shares of common stock of GTSI by UNICOM SUB ONE, for $7.75 per share in cash, without interest and less any applicable withholding taxes, expired at 12:00 Midnight, New York City time, on Friday, June 15, 2012.
The depositary for the tender offer has advised that, as of the expiration time, 8,884,283 shares of GTSI common stock had been validly tendered and not withdrawn representing approximately 91.516% of the outstanding shares of GTSI. All such shares have been accepted for payment in accordance with the terms of the tender offer, including the shares that were tendered pursuant to notices of guaranteed delivery.
The merger of UNICOM SUB ONE with and into GTSI without a vote or meeting of GTSI’s stockholders was effected today, June 20, 2012. As a result of the merger, all outstanding shares of common stock of GTSI, other than shares held by UNICOM or its subsidiaries or shares held by GTSI’s stockholders who validly exercise appraisal rights under Delaware law, have been cancelled and converted into the right to receive a cash payment in an amount equal to the same $7.75 offer price per share that was paid in the offer, without interest and less any applicable withholding taxes. The American Stock Transfer & Trust Company, LLC, acting as the exchange agent for the merger, will mail to the remaining former stockholders of GTSI materials necessary to exchange their former GTSI shares for such payment.
As a result of the completion of the merger, GTSI became a privately-held company and trading of its common stock on the NASDAQ Global Market will be suspended after the close of trading on June 21, 2012. GTSI intends to deregister its common stock and to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the Securities and Exchange Commission.