CALABASAS, Calif., Oct. 30, 2013 /PRNewswire/ -- National
Technical Systems, Inc. (NASDAQ: NTSC) ("NTS"), a leading provider
of testing and engineering services, today announced that it has
set the date of a Special Meeting of Shareholders to be held on
November 19, 2013, at 2:00 pm Pacific Time. The meeting will be
held in the Dallas Room at the Los Angeles Airport Marriott Hotel,
in Los Angeles, for the following
purposes:
- To consider and vote upon a proposal to approve the Agreement
and Plan of Merger, dated as of August 15,
2013 (the "merger agreement"), by and among Nest Parent,
Inc. ("Parent"), Nest Merger Sub, Inc. ("Merger Sub") and NTS, and
approve the transactions contemplated thereby, including the merger
(this proposal is referred to as the "merger agreement
proposal");
- To consider and vote, on an advisory (non-binding) basis, upon
specified compensation that may become payable to the named
executive officers of NTS in connection with the merger;
- To consider and vote upon a proposal to adjourn the special
meeting to a later date, if necessary or appropriate, to solicit
additional proxies if there are insufficient votes at the time of
the special meeting to approve the merger agreement proposal;
and
- To transact such other business as may properly come before the
special meeting or any adjournment of the special meeting.
The holders of record of NTS common stock, no par value per
share, at the close of business on September
20, 2013, are entitled to notice of and to vote at the
special meeting or at any adjournment thereof. The affirmative vote
of the holders of a majority of the outstanding shares of NTS
common stock entitled to vote at the special meeting is required to
approve the merger agreement proposal.
If the merger is completed, each share of NTS common stock
issued and outstanding immediately prior to the effective time of
the merger will be cancelled and converted into the right to
receive $23.00 in cash, without
interest and less applicable withholding taxes. If the merger is
completed, NTS will cease to be a publicly traded
company.
The NTS board of directors formed a special committee of three
disinterested and independent directors to, among other things,
review and evaluate the merger agreement proposal. The NTS
board of directors has unanimously, and in accordance with the
unanimous recommendation of the special committee, approved the
merger agreement and determined that the merger agreement and the
transactions contemplated thereby are advisable, fair to and in the
best interests of NTS and its shareholders. The NTS board of
directors unanimously recommends that NTS shareholders vote "FOR"
the merger agreement proposal. Additionally, the NTS board of
directors unanimously recommends that NTS shareholders vote "FOR"
the advisory (non-binding) proposal to approve specified
compensation that may become payable to the named executive
officers of NTS in connection with the merger, and "FOR" the
proposal to adjourn the special meeting to solicit additional
proxies, if necessary or appropriate, if there are insufficient
votes at the time of the special meeting to approve the merger
agreement proposal.
Further details of the special meeting are contained in a proxy
statement on Schedule 14A filed by the Company with the Securities
and Exchange Commission ("SEC") on October
28, 2013, and which was mailed on October 29, 2013 to the holders of record of NTS
common stock at the close of business on September 20, 2013.
About National Technical Systems
National Technical
Systems is a leading provider of testing and engineering services
to the aerospace, defense, telecommunications, automotive, energy
and high technology markets. Through a world-wide network of
resources, NTS provides full product life-cycle support, offering
world class design engineering, compliance, testing, certification,
quality registration and program management. For additional
information about NTS, visit the Company's website at
www.nts.com or call 800-270-2516.
Forward-Looking Statements
This press release contains
"forward looking statements" regarding the acquisition of NTS and
other future events. Factors that could cause actual events
to differ include, but are not limited to: (1) the incurrence of
unexpected costs, liabilities or delays relating to the merger; (2)
the failure to satisfy the conditions to the merger; and (3) the
failure to obtain shareholder approval for the merger.
Factors that may affect the future results of the Company are
set forth in its filings with the Securities and Exchange
Commission, including its recent filing on Form 10-K for the fiscal
year ended January 31, 2013.
Actual results, events and performance may differ materially.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
NTS undertakes no obligation to release publicly the result of any
revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events.
Important Additional Information:
In connection with
the proposed merger, NTS filed a proxy statement concerning the
proposed merger with the SEC on October 28,
2013. The proxy statement and other materials that NTS may
file with the SEC contain important information regarding the
merger, including, among other things, the recommendation of the
Company's board of directors with respect to the merger.
SHAREHOLDERS ARE URGED TO READ BOTH THE PROXY STATEMENT AND ANY
OTHER PROXY MATERIALS THAT NTS FILES WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
MERGER AND RELATED MATTERS. You may obtain a copy of the proxy
statement, as well as other filings containing information about
the Company, free of charge, at the website maintained by the SEC
at www.sec.gov. Copies of the proxy statement and other filings
made by the Company with the SEC can also be obtained, free of
charge, by directing a request to National Technical Systems, Inc.,
24007 Ventura Blvd., Calabasas,
CA 91302, Attention: Corporate Secretary.
NTS and its executive officers and directors may be deemed,
under SEC rules, to be participants in the solicitation of proxies
from NTS's shareholders with respect to the proposed merger.
Information regarding the executive officers and directors of NTS
is included in the Company's Form 10-K filed with the SEC on
April 30, 2013. More
detailed information regarding the identity of the potential
participants, and their direct or indirect interests, by security
holdings or otherwise, is set forth in the proxy statement that NTS
filed with SEC on October 28,
2013.
Contact: Allen
& Caron Inc
|
National Technical
Systems
|
Jill Bertotti
(investors)
|
Michael El-Hillow,
CFO
|
jill@allencaron.com
|
mike.el-hillow@nts.com
|
Len Hall
(media)
|
Aaron Cohen, Vice
Chairman
|
len@allencaron.com
|
aaron.cohen@nts.com
|
(949)
474-4300
|
(818)
591-0776
|
SOURCE National Technical Systems, Inc.