FOR IMMEDIATE RELEASE: June 18, 2012
GTSI Contact: Peter Whitfield
t: 703-502-2954
e: peter.whitfield@gtsi.com
Unicom Contact: Russ Guzzo
t: 818-838-0606
e: russ.guzzo@unicomglobal.com
Affiliate of UNICOM Systems, Inc. Successfully Completes Tender Offer for Shares of GTSI Corp.
MISSION HILLS, CA and HERNDON, VA., June 18, 2012– GTSI Corp. (NASDAQ: GTSI), a systems integration, solutions and services provider to government and UNICOM Systems, Inc. (“UNICOM”), a global information technology company and part of the UNICOM group of companies, today announced that UNICOM SUB ONE, Inc. (“UNICOM SUB ONE”), an affiliate of UNICOM, successfully completed its tender offer for the outstanding shares of common stock of GTSI for $7.75 per share in cash, without interest and less any applicable withholding taxes. The offering period expired at 12:00 Midnight, New York City time, on Friday, June 15, 2012.
The depositary for the tender offer has advised that, as of the expiration time, 8,884,283 shares of GTSI common stock had been validly tendered and not withdrawn, including 75,135 shares that had been tendered pursuant to notices of guaranteed delivery, representing approximately 91.516% of the outstanding shares of GTSI. All such shares have been accepted for payment in accordance with the terms of the tender offer, including the shares that were tendered pursuant to notices of guaranteed delivery.
UNICOM expects to effect a merger of UNICOM SUB ONE with and into GTSI without a vote or meeting of GTSI’s stockholders as soon as practicable. In the merger, each outstanding GTSI share not tendered and purchased in the offer (other than those as to which holders properly exercise dissenters rights, if any) will be converted into the right to receive the same $7.75 per share price, without interest and less any required withholding taxes, that was paid in the tender offer. As a result of the merger, GTSI will become a wholly owned subsidiary of UNICOM. Following the merger, GTSI’s common stock will cease to be traded on the NASDAQ Global Select Market.
About GTSI Corp.
GTSI (NASDAQ: GTSI) is a leading provider of technology solutions and professional services to federal, state and local governments. Founded in 1983, the company has helped meet the unique IT needs of more than 1,700 governmental agencies nationwide. GTSI professionals draw on their deep knowledge, strategic partnerships, customer service and more than 740 industry certifications to guide agencies in selecting the most cost-effective technology available. GTSI has extensive capabilities and past performance in software development, data center, networking, collaboration, security and cloud computing solutions. In addition, GTSI’s advanced engineering, integration, support and financial services - and broad portfolio of contracts - ease the planning, purchasing and deployment of solutions, and facilitates the management of mission-critical IT throughout the lifecycle. Headquartered in Herndon, Va., GTSI has approximately 450 employees. For more information visit the company’s website at www.gtsi.com.
About Unicom Systems, Inc.
UNICOM Systems, Inc., a division of the UNICOM group of companies, is a global leader in providing innovative software and solutions for the enterprise computing community. Through over three decades of continued development and commitment, UNICOM has redefined the economics and quality of automation for its customers, delivering a new era of collaboration, data management, data-warehousing, outsourcing, integration, communications and commerce.
About The UNICOM® Groupwww.unicomglobal.com
Raymond James & Associates, Inc. is acting as exclusive financial advisor to GTSI. Holland & Knight, LLP is acting as legal advisor to GTSI and its Board of Directors. Stout Risius Ross, Inc. provided a fairness opinion to GTSI's Board of Directors and the special committee.
GTSI Annual Meeting
As a result of entering into the definitive merger agreement, GTSI is postponing its 2012 annual meeting of stockholders indefinitely.
About GTSI Corp.
GTSI (NASDAQ: GTSI) is a leading provider of technology solutions and professional services to federal, state and local governments. Founded in 1983, the company has helped meet the unique IT needs of more than 1,700 governmental agencies nationwide. GTSI professionals draw on their deep knowledge, strategic partnerships, customer service and more than 740 industry certifications to guide agencies in selecting the most cost-effective technology available. GTSI has extensive capabilities and past performance in software development, data center, networking, collaboration, security and cloud computing solutions. In addition, GTSI's advanced engineering, integration, support and financial services - and broad portfolio of contracts - ease the planning, purchasing and deployment of solutions, and facilitates the management of mission-critical IT throughout the lifecycle. Headquartered in Herndon, Va., GTSI has approximately 450 employees. For more information visit the company's website at www.gtsi.com
About UNICOM Systems, Inc.
UNICOM® Systems, Inc., a division of the UNICOM group of companies, is a global leader in providing innovative software and solutions for the enterprise computing community. Through over three decades of continued development and commitment, UNICOM has redefined the economics and quality of automation for its customers, delivering a new era of collaboration, data management, data-warehousing, outsourcing, integration, communications and commerce.
About The UNICOM®Group www.unicomglobal.com
The UNICOM Group consists of twenty (20) entities with offices in Los Angeles, Dallas, Boston, New Hampshire, New Jersey, Germany, France, UK, Italy, Spain, Belgium and Switzerland. UNICOM focused on acquiring and integrating mature and growing mid-cap NASDAQ and London Stock Exchange AIM companies in the technology, financing, real estate, and business services. UNICOM offers deep in-house resources and flexible solutions to sellers worldwide, including privatization, core-products consolidation, IT assets alignments, management independence, integration matrix, and global business strategy.
For more information about the UNICOM® group of companies please go to
www.unicomglobal.com IBM mainframe systems products
www.macro4.com Document management solutions
www.softlanding.com IBM i software products
www.eden.com ITPowerPac solutions for Open Systems
www.illustro.com Internet enablement products
www.iet-solutions.com IT services management products
www.cics.com Outsourcing and corporate procurement
Forward Looking Statement
Except for historical information, all of the statements, expectations, beliefs and assumptions contained in the foregoing are “forward-looking statements” that involve a number of risks and uncertainties. All forward-looking statements are subject to certain risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. These risks and uncertainties include, but are not limited to, risks and uncertainties that are discussed in documents filed with the SEC by GTSI, including the solicitation/recommendation statement, as well as the tender offer documents that have been filed by UNICOM SUB ONE. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements speak only as of the date hereof and neither GTSI nor UNICOM undertakes any obligation to update such forward-looking statements in the future except as required by law.