Oao Technology Solutions (NASDAQ:OAOT)
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OAO Technology Solutions Extends the Expiration Date for its Tender Offer
GREENBELT, Md., Dec. 15 /PRNewswire-FirstCall/ -- OAO Technology Solutions(R)
("OAOT" or the "Company") announced today that it has extended the expiration
date for its $3.15 net per share, without interest, offer in cash for any and
all outstanding shares of its common stock until 5:00 p.m., New York City time,
on Thursday, December 18, 2003, unless further extended. As of the previous
expiration date of 5:00 p.m., New York City time, on December 12, 2003,
6,280,241 shares of the Company's common stock had been tendered and not
withdrawn, representing approximately 75.9% of the shares of the Company's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 84.8% of the total
number of shares outstanding as of November 7, 2003.
(Logo: http://www.newscom.com/cgi-bin/prnh/20030326/DCW001LOGO )
As of December 12, 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 requires as of the expiration of the offer that
more than 4,139,799 shares held by the unaffiliated stockholders must be
tendered and not withdrawn. The offer period is being extended, however, in
order to address and resolve comments received from the staff of the Securities
and Exchange Commission ("SEC") on the previously filed offering documents while
at the same time giving other stockholders of OAOT additional time to tender
their shares.
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, TP Merger Sub,
Inc. 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. 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/.
SAFE HARBOR STATEMENT: This press release contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995
regarding the Company's current beliefs and expectations as to its future
performance. Future events and the Company's actual results may differ
materially from the results reflected in these forward-looking statements.
Factors that might cause such a difference include, but are not limited to:
dependence on key strategic and end-user customers, the ability to establish new
strategic customer relationships, risks associated with fixed-price contracts,
the ability to sustain and manage growth, lower than expected revenue growth and
pricing pressure from strategic and other customers, inability to achieve
marketing and sales goals and other business development initiatives including
the ability to sell new healthcare software licenses, difficulties of
investments in infrastructure, potential changes in the prevailing technology
away from outsourcing IT applications, the ability of the Company to
successfully develop new products that will enable the Company to remain
competitive in the healthcare IT market, the ability to make necessary
enhancements or developments to the Company's existing software products,
possible deferral of revenue, profit and cash flow from any increase in
per-member, per month and/or percentage-of-completion basis software sales in
relation to total software sales, inability to successfully install healthcare
software on a timely or profitable basis, competition in the industry, general
economic conditions and level of information technology service spending, the
possibility that strategic or other customers could invoke termination clauses
contained in the Company's contracts, dependence on key personnel, the ability
to attract, hire and retain personnel who possess the technical skills and
experience necessary to meet the service requirements of the Company's clients,
the ability to successfully integrate recent acquisitions, the potential
liability with respect to actions taken by its employees, the ability to control
and reduce costs of the business, risks associated with international sales
including exposure to fluctuations between the U.S. dollar and foreign
currencies, customers and suppliers; and other risks described herein and in the
Company's other SEC filings. The Company undertakes no duty to publicly update
any "forward-looking statements", whether as a result of new information, future
events or otherwise.
http://www.newscom.com/cgi-bin/prnh/20030326/DCW001LOGO
DATASOURCE: OAO Technology Solutions, Inc.
CONTACT: Media, Deborah Starke, +1-301-486-2383, or ,
Investor, J. Jeffrey Fox, +1-301-486-2313, or Maisha Hoye, +1-301-486-2388, or
, all of OAO Technology Solutions, Inc.
Web site: http://www.oaot.com/