ATC Technology Corporation Proceeding With GENCO Distribution System, Inc. Merger After "Go-Shop" Period Ends
18 Agosto 2010 - 9:30AM
ATC Technology Corporation (ATC) (Nasdaq:ATAC) today announced the
expiration, at 11:59 P.M. (Eastern time) on August 17, 2010, of the
"go-shop" period during which ATC was permitted to solicit
alternative proposals to its proposed merger with GENCO
Distribution System, Inc., (GENCO) a privately held third-party
provider of logistics services for retailers, manufacturers, and
U.S. government agencies.
On July 18, 2010, ATC entered into a definitive agreement and
plan of merger (the "merger agreement") to be acquired by
GENCO. During the "go-shop" period, under the terms of the
merger agreement, ATC was permitted to, among other things,
initiate, solicit, and encourage, and to enter into and maintain or
participate in discussions and negotiations with respect to
alternative acquisition proposals regarding ATC. The "go-shop"
process was led by ATC's financial advisor, Robert W. Baird &
Co. Incorporated (Baird) and included active participation by ATC
and its legal counsel, Gibson, Dunn & Crutcher LLP.
During the "go-shop" period, Baird contacted over 100 potential
buyers, including both strategic parties and financial sponsor
firms. Of the parties contacted, 14 entered into
confidentiality agreements and reviewed certain nonpublic
information regarding ATC. Despite the extensive efforts of
ATC and its advisors during the "go-shop" period, the process did
not result in any party being designated an Excluded Party, as
defined in the merger agreement, with whom merger discussions may
continue.
Commenting on the expiration of the "go-shop" period, Todd R.
Peters, President and CEO of ATC said, "Having now concluded our
30-day "go-shop" period, the board of directors of ATC is fully
satisfied that it has concluded a thorough and rigorous process
designed to deliver the maximum available consideration to the ATC
stockholders for their shares. The ATC board continues to
believe that the merger with GENCO is the best transaction
available to ATC and is in the best interest of our stockholders,
customers and employees, and the ATC board continues unanimously to
recommend the merger to our stockholders for their approval."
ATC is working with GENCO to complete the merger pursuant to the
merger agreement in a timely manner and expects the merger to close
during the fourth quarter of 2010. However, consummation of
the merger remains subject to receipt of the approval of ATC's
stockholders, required regulatory approvals, completion of GENCO's
financing, and satisfaction of other customary closing
conditions. On August 4, 2010, ATC and GENCO both filed for
Hart-Scott-Rodino regulatory approval.
About ATC
ATC is headquartered in Downers Grove, Illinois. ATC
provides comprehensive engineered solutions for logistics and
refurbishment services to the consumer electronics industries and
the light, medium, and heavy-duty vehicle service parts
markets.
The ATC Technology Corporation logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5184
About GENCO
GENCO Distribution System, Inc. is headquartered in Pittsburgh,
Pennsylvania. The privately held company provides contract
logistics, reverse logistics, product liquidation, pharmaceutical
logistics, and government solutions for manufacturers, retailers,
and U.S. government agencies. For more information visit
www.genco.com.
Additional Information and Where to Find It
In connection with the proposed acquisition by GENCO, ATC
intends to file a proxy statement and other relevant documents
concerning the transaction with the SEC. STOCKHOLDERS OF ATC
ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.
Investors and security holders will be able to obtain free
copies of the proxy statement and other documents filed with the
SEC by ATC through the web site maintained by the SEC at
www.sec.gov. Free copies of the proxy statement, when
available, and ATC's other filings with the SEC also may be
obtained from ATC. Free copies of ATC's filings may be
obtained by directing a request to the Investor Relations
Department at ATC's website at www.goatc.com, when they become
available.
ATC and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from ATC's stockholders
with respect to the transactions contemplated by the definitive
agreement between GENCO and ATC. Information regarding ATC's
directors and executive officers is contained in ATC's Annual
Report on Form 10-K for the year ended December 31, 2009 and
its definitive proxy statement filed with the SEC on April 28,
2010, as amended, for its 2010 Annual Meeting of Stockholders,
which are filed with the SEC. You can obtain free copies of
these documents from ATC using the contact information set forth
above. Additional information regarding interests of such
participants will be included in the proxy statement that will be
filed with the SEC and available free of charge as indicated
above.
Forward-Looking Statements
This publication contains various "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995 regarding the proposed acquisition of ATC by GENCO and the
risks and uncertainties related to the occurrence of future events.
These forward-looking statements are based on management's current
expectations, assumptions, estimates and projections about the
current economic environment, ATC and its industry. Certain
factors that could cause actual events not to occur as expressed in
the forward-looking statements include, but are not limited to, (i)
the failure to obtain the necessary approval by ATC's stockholders,
(ii) antitrust clearance in a timely manner or at all, (iii) the
failure, under certain circumstances, of GENCO to meet the
conditions set forth in its equity and debt financing documents and
(iv) the satisfaction of various other closing conditions contained
in the definitive merger agreement. Other potential risks and
uncertainties are discussed in ATC's reports and other documents
filed with the SEC from time to time. ATC assumes no
obligation to update the forward-looking information. Such
forward-looking statements are based upon many estimates and
assumptions and are inherently subject to significant economic and
competitive uncertainties and contingencies, many of which are
beyond the control of ATC's management. Inclusion of such
forward-looking statements herein should not be regarded as a
representation by ATC that the statements will prove to be
correct.
CONTACT: ATC Technology Corporation
Mary Ryan
630.663.8283
maryan@corpatc.com
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