Oao Technology Solutions (NASDAQ:OAOT)
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OAO Technology Solutions Accepts for Payment Validly Tendered Shares and
Announces a Subsequent Offering Period at $3.15 Per Share
GREENBELT, Md., Dec. 19 /PRNewswire-FirstCall/ -- OAO Technology Solutions(R)
("OAOT" or the "Company") announced today that it has accepted for payment all
shares validly tendered and not withdrawn as of the expiration date, as
previously extended, of its $3.15 net per share, without interest, offer in cash
for any and all outstanding shares of its common stock. The extended offer
period expired at 5:00 p.m., New York City time, on Thursday, December 18, 2003.
As of the expiration date, 6,493,115 shares of the Company's common stock had
been tendered and not withdrawn, representing approximately 78.4% of the shares
of the Company's common stock owned by its unaffiliated stockholders and, when
combined with the 8,584,164 shares owned of record by Terrapin Partners
Subsidiary LLC, which will not tender shares in the offer, represents
approximately 86.0% of the total number of shares outstanding as of November 7,
2003. The number of shares tendered by the unaffiliated stockholders of the
Company was sufficient to satisfy the nonwaivable majority of the minority
condition, which required as of the expiration of the offer that more than
4,139,799 shares held by the unaffiliated stockholders had to be tendered and
not withdrawn.
(Logo: http://www.newscom.com/cgi-bin/prnh/20030326/DCW001LOGO )
Additionally, the Company announced that it has commenced a subsequent offering
period beginning at 5:00 p.m., New York City time, on Thursday, December 18,
2003. The subsequent offering period will expire at 5:00 p.m., New York City
time, on January 6, 2004, unless further extended. The subsequent offering
period was commenced in order to give other stockholders of OAOT additional time
to tender their shares and receive $3.15 net per share in cash, without
interest, promptly after tender, rather than waiting to receive the same amount
per share in the back-end merger.
During the subsequent offering period, stockholders of OAOT who did not
previously tender their shares may tender their shares by following the
directions in the Offer to Purchase and related materials filed with the SEC by
OAOT and the other filing persons. During the subsequent offering period, OAOT
will accept and promptly pay for all shares as they are received. Shares that
are tendered during the subsequent offering period may not be withdrawn.
In the back-end merger, all stockholders of OAOT, other than TP Merger Sub, Inc.
("MergerCo"), will have their shares of OAOT common stock converted into the
right to receive $3.15 net per share in cash, without interest, unless a
stockholder were to seek and perfect appraisal rights under Delaware law, as
described in detail in the Offer to Purchase. If, after the expiration of the
subsequent offering period, MergerCo owns at least 90% of the outstanding shares
of OAOT common stock, the back-end merger will be effected in the form of a
short-form merger, which OAOT anticipates being able to consummate within a few
days of the expiration of the subsequent offering period. If, on the other
hand, MergerCo owns less than 90% of the outstanding shares of OAOT common stock
after expiration of the subsequent offering period, OAOT and MergerCo will be
required to effect a long-form merger, which OAOT anticipates being able to
consummate within 60 days after expiration of the subsequent offering period.
The tender offer is being made pursuant to an Agreement and Plan of Merger,
dated November 5, 2003, by and among Terrapin Partners Holding Company LLC,
Terrapin Partners Subsidiary LLC, its wholly owned subsidiary, MergerCo and the
Company.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of OAOT. OAOT and the other filing persons filed the Offer to
Purchase and related materials with the SEC on November 13, 2003, as amended by
a subsequent filing with the SEC on December 15, 2003. Before any decision is
made with respect to the offer, stockholders of OAOT are strongly advised to
read the Offer to Purchase and the related offer documents, including the letter
of transmittal. Copies of these offer documents have been mailed to OAOT
stockholders and may be obtained at no charge from the website maintained by the
SEC at http://www.sec.gov/.
OAOT stockholders can call Morrow & Co., Inc., the Information Agent for the
offer, toll-free at (800) 607-0088 with questions relating to the offer (banks
and brokers please call (800) 654-2468).
About OAO Technology Solutions, Inc.
OAOT operates across two lines of business: Managed IT and Healthcare IT
Solutions. As a partner to global outsourcers and major corporations, OAOT
delivers managed IT solutions to commercial clients and government agencies
worldwide. The Company's key offerings include: application management, IT
infrastructure support, professional staffing services and healthcare IT
solutions. Headquartered in Greenbelt, Maryland, the Company's 2,500 employees
work in over 200 locations throughout the world. For more information visit our
website at http://www.oaot.com/ . Please direct media inquiries to Deborah
Starke at 301-486-2383 or email your request to , and please direct investor
inquiries to Maisha Hoye at 301-486-2388 or email your request to .
http://www.newscom.com/cgi-bin/prnh/20030326/DCW001LOGO
DATASOURCE: OAO Technology Solutions, Inc.
CONTACT: Media - Deborah Starke, +1-301-486-2383, ; or
Investors - J. Jeffrey Fox, +1-301-486-2313, or Maisha Hoye, +1-301-486-2388,
, all of OAO Technology Solutions, Inc.
Web site: http://www.oaot.com/