Oao Technology Solutions (NASDAQ:OAOT)
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OAO Technology Solutions Extends the Subsequent Offering Period For Its Tender
Offer at $3.15 Per Share
GREENBELT, Md., Jan. 7 /PRNewswire-FirstCall/ -- OAO Technology Solutions(R)
("OAOT" or the "Company") announced today that it has extended the subsequent
offering period of its $3.15 net per share, without interest, offer in cash for
any and all outstanding shares of its common stock so that it will expire at
5:00 p.m., New York City time, on Monday, January 12, 2004. The subsequent
offering period was originally scheduled to expire at 5:00 p.m., New York City
time, on Tuesday, January 6, 2004 (the "Previous Expiration Time"). As of the
Previous Expiration Time, an aggregate of 6,664,947 shares of the Company's
common stock had been tendered and accepted for payment, representing
approximately 80.7% of the shares of the Company's common stock held by its
unaffiliated stockholders as of November 13, 2003, the date on which the offer
was commenced.
(Logo: http://www.newscom.com/cgi-bin/prnh/20030326/DCW001LOGO )
The subsequent offering period has been extended 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are tendered during the subsequent offering period may not be withdrawn.
The offer was made pursuant to an Agreement and Plan of Merger, dated November
5, 2003 (the "Merger Agreement"), by and among Terrapin Partners Holding Company
LLC, Terrapin Partners Subsidiary LLC, TP Merger Sub, Inc. ("MergerCo") and the
Company. In accordance with the terms of the Merger Agreement, MergerCo and the
Company will, as promptly as practicable following the expiration of the offer,
effect a back-end merger of MergerCo with and into the Company, with the Company
as the surviving corporation in the merger (the "Merger"). In the Merger, all
stockholders of OAOT, other than 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
ultimate 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 the ultimate 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.
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: Deborah Starke, Media, +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/