GenNx360 Capital Partners and GVI Security Solutions, Inc. Announce Official Closing of Tender Offer for GVI
December 09 2009 - 6:59PM
PR Newswire (US)
NEW YORK, Dec. 9 /PRNewswire-FirstCall/ -- GenNx360 Capital
Partners, a leading global private equity firm focusing on middle
market opportunities, and GVI Security Solutions, Inc., (OTC:GVSS)
(BULLETIN BOARD: GVSS) , a leading provider of video security
surveillance solutions featuring the complete Samsung line of
products, announced today the official closing of the tender offer
by GenNx360's acquisition vehicle, GenNx360 GVI Holding, Inc.
("Parent") and its wholly-owned subsidiary, GenNx360 GVI
Acquisition Corp. ("Purchaser"), for all of the outstanding shares
of common stock of GVI. Continental Stock Transfer & Trust
Company, the Depositary for the tender offer, has advised GenNx360
that, as of the expiration of the offering period at midnight, New
York City Time, at the end of the day on Tuesday, December 8, 2009,
a total of approximately 26,472,492 shares representing
approximately 97.02% of the currently outstanding shares had been
validly tendered and not withdrawn. All validly tendered shares
have been accepted for payment and Purchaser either has already
paid or will pay for all such shares promptly. GenNx360 and GVI
also announced today that Parent has acquired all of the remaining
outstanding shares of common stock of GVI by means of a short-form
merger under Delaware law. As a result of the merger, any shares of
common stock of GVI not tendered have been cancelled and (except
for shares held by Parent or its subsidiaries, or shares for which
appraisal rights are properly demanded) converted into the right to
receive the same $0.3875 per share, net to the seller in cash,
without interest and less any required withholding taxes, that was
paid in the tender offer. Following the merger, the shares of
common stock of GVI will cease to be traded on the OTC Bulletin
Board. "GVI has an excellent track record and management team
already in place and our partnership with them will help bolster
the company's competitive position," said Lloyd Trotter, a founder
and managing partner at GenNx360. "We already have considerable
experience in the security sector and are confident it can achieve
considerable revenue growth." "With GenNx360's help, GVI will be
able to manage our organic growth more effectively and be in the
position to seek out the highest quality growth opportunities,"
said Steven Walin, GVI's chairman and chief executive officer. "As
a private company, we will continue providing the same quality
security solutions to our customers, and we look forward to working
with the GenNx360 team to broaden those relationships, adding
talent and generating new opportunities in the global security
market." Winston & Strawn LLP acted as legal counsel to
GenNx360 and Cooley Godward Kronish LLP acted as legal counsel to
GVI. Imperial Capital, LLC acted as financial advisor to GVI and
MacKenzie Partners, Inc. acted as the Information Agent for the
tender offer. About GVI Security Solutions, Inc. GVI Security
Solutions, Inc. (OTC:GVSS) (BULLETIN BOARD: GVSS) is a leading
provider of video surveillance and security solutions, with sales
and service representation throughout North, Central and South
America. The company provides Samsung and GVI branded products,
software and services to the Homeland Security and Commercial
markets. Customers include governments, major retail chains,
leading financial institutions and public and private school
systems. http://www.samsung-security.com/ About GenNx360 Capital
Partners New York-based GenNx360 Capital Partners is a private
equity investment firm focused on industrial business-to-business
companies. Our partners have 100+ years of combined global
operating experience with a strong, proven track record in creating
true enterprise value through operating excellence and strong
leadership. We acquire companies with proven and sustainable
business models in expanding industries and implement the required
operating efficiencies to accelerate growth and generate strong
financial returns. http://www.gennx360.com/ Important Information
about the Tender Offer The description contained in this press
release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer described in this press
release is being made pursuant to a tender offer statement on
Schedule TO (including the offer to purchase, the related letter of
transmittal and other tender offer documents) filed by Parent and
Purchaser with the Securities and Exchange Commission (the "SEC")
on November 3, 2009, as amended on November 4, 2009, November 19,
2009, November 24, 2009 and December 9, 2009. GVI initially filed a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer on November 3, 2009, which has been
subsequently amended. The tender offer statement (including the
offer to purchase, the related letter of transmittal and other
tender offer documents) and the solicitation/recommendation
statement should be read carefully before making any decision to
tender securities in the tender offer. Those materials are
available to GVI's stockholders at no expense to them upon request
to MacKenzie Partners, Inc., the Information Agent for the tender
offer, at (800) 322-2885. In addition, all of those materials (and
all other tender offer documents filed with the SEC) are available
at no charge on the SEC's website: http://www.sec.gov/.
Forward-Looking Statements: This press release contains
forward-looking statements. GenNx360, Parent, Purchaser and GVI
disclaim any intent or obligation to update these forward-looking
statements. All statements contained herein that are not clearly
historical in nature or that may necessarily depend on future
events are forward-looking, and the words "anticipate," "believe,"
"expect," "estimate," "plan," "potential," "strategy," "pursue,"
and similar expressions are generally intended to identify
forward-looking statements. Such statements are based on
management's current expectations, but actual events may differ
materially due to various factors such as delays in effecting the
tender offer, unanticipated events, prolonged adverse conditions in
the U.S. economy, and expectations regarding GVI's financial
condition and liquidity. Forward-looking statements involve risks
and uncertainties. DATASOURCE: GenNx360 Capital Partners and GVI
Security Solutions, Inc. CONTACT: Joe Doherty, MacKenzie Partners,
+1-212-929-5500 Web Site: http://www.gennx360.com/
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