MCLEAN and FAIRFAX, Va., March 23,
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 ATSC, Salient,
and Salient's wholly owned subsidiary, Atlas Merger Subsidiary,
Inc. ("Purchaser"), have agreed to extend the expiration date for
Purchaser's tender offer for all of the outstanding shares of
common stock of ATSC at a price of $3.20 per share net to the holder in cash,
without interest and less any required withholding and transfer
taxes, until 11:59 p.m., New York City time, on Thursday, March 29, 2012. The offer had been
previously scheduled to expire at 11:59
p.m., New York City time,
on Monday, March 26, 2012. The tender
offer was initiated pursuant to an Offer to Purchase and related
Letter of Transmittal, each dated February
28, 2012, and a merger agreement dated February 21, 2012 among ATSC, Salient and
Purchaser (the "Merger Agreement").
Salient also announced that on March 23,
2012, it has entered into escrow agreements pursuant to
which the parties agreed on the final forms of a credit agreement
and note purchase agreement and related ancillary documents and
deliverables in connection with the debt and mezzanine financings,
and that the parties thereto entered into escrow agreements and
deposited such documents and the signature pages of the parties
into escrow to be automatically released on satisfaction of
customary conditions including the concurrent consummation of the
merger and the other transactions contemplated by the Merger
Agreement in accordance with its terms and the concurrent closing
of Salient's equity financing.
Accordingly, pursuant to Rule 14d-4(d) under the Securities
Exchange Act of 1934, the offer must remain open for an additional
five business days. Subject to the satisfaction as of the extended
expiration date of the conditions described in the offer to
purchase and letter of transmittal, Salient anticipates that the
closing of the tender offer and merger will occur on or before
March 30, 2012.
About ATSC
ATSC is a leading provider of software and systems development,
systems integration, infrastructure management and outsourcing,
information sharing, training and consulting to the Department of
Defense, federal civilian agencies, public safety and national
security customers, as well as commercial enterprises.
Headquartered in McLean, Virginia,
the Company has more than 400 employees.
Website: www.atsc.com.
About Salient Federal Solutions
Salient Federal Solutions is a leading provider of Federal IT
and engineering solutions that enable government and industry to
respond quickly to new or surge mission requirements with exactly
the right people, skills, expertise, and technical solutions. The
company works to accelerate mission impact by delivering highly
adaptable technology services, engineering solutions, and domain
expertise that enable customers to rapidly meet the pressing
requirements of today, while anticipating tomorrow's evolving
challenges. Salient Federal Solutions is headquartered in
Fairfax, Va., with offices in
Colorado Springs, Orlando,
San Diego, and Tampa.
Website: www.salientfed.com
Additional Information
This communication is neither an offer to purchase nor
solicitation of an offer to sell securities. A subsidiary of
Salient has filed a tender offer statement on Schedule TO with the
Securities and Exchange Commission (the "SEC"), and ATSC has filed
a solicitation/recommendation statement on Schedule 14D-9, with
respect to the offer. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement contain
important information that should be read carefully before any
decision is made with respect to the tender offer. Those materials
have been made available to ATSC's stockholders at no expense to
them. In addition, all of those materials (and all other offer
documents filed with the SEC) are available at no charge on the
SEC's website: www.sec.gov.
Forward-looking Statements
All statements in this press release that do not directly and
exclusively relate to historical facts constitute "forward-looking
statements" within the meaning of that term in Section 27A of the
United States Securities Act of 1933, as amended, and Section 21E
of the United States Securities Exchange Act of 1934, as
amended. These statements and this information represent
ATSC's intentions, plans, expectations and beliefs, and are subject
to risks, uncertainties and other factors, of which many are beyond
the control of ATSC. These factors could cause actual results
to differ materially from such forward-looking statements or
forward-looking information. These factors include but are
not restricted to: uncertainties as to the timing of the
tender offer and the merger; uncertainties as to how many of ATSC's
stockholders will tender their shares in the offer; the risk that
competing offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived,
including regulatory clearance; ATSC's dependence on contracts with
federal government agencies for the majority of its revenue, ATSC's
dependence on its GSA schedule contracts and its position as a
prime contractor on government-wide acquisition contracts to grow
its business, and other factors discussed in ATSC's latest annual
report on Form 10-K filed with the Securities and Exchange
Commission on February 17,
2011. The words "believe," "estimate," "expect," "intend,"
"anticipate," "foresee," "plan," and similar expressions and
variations thereof, identify certain of such forward-looking
statements or forward-looking information, which speak only as of
the date on which they are made. ATSC disclaims any intention
or obligation to publicly update or revise any forward-looking
statements or forward-looking information, whether as a result of
new information, future events or otherwise, except as required by
applicable law. Readers are cautioned not to place undue
reliance on these forward-looking statements or on this
forward-looking information.
SOURCE Salient Federal Solutions, Inc.