Attached files
| file | filename |
|---|---|
| 8-K - GVI SECURITY SOLUTIONS INC | v163462_8k.htm |
| EX-2.1 - GVI SECURITY SOLUTIONS INC | v163462_ex2-1.htm |
| EX-2.2 - GVI SECURITY SOLUTIONS INC | v163462_ex2-2.htm |
| EX-10.1 - GVI SECURITY SOLUTIONS INC | v163462_ex10-1.htm |
| EX-10.3 - GVI SECURITY SOLUTIONS INC | v163462_ex10-3.htm |
| EX-10.2 - GVI SECURITY SOLUTIONS INC | v163462_ex10-2.htm |
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GVI
Security Solutions, Inc. Agrees to be Acquired by GenNx360 Capital Partners for
$0.38 Per Share In Cash
CARROLLTON,
Texas, October 22, 2009 /PRNewswire-FirstCall/ — GVI Security Solutions, Inc.
(OTC Bulletin Board: GVSS), a leading provider of video security surveillance
solutions featuring the complete Samsung Electronics line of products, announced
today that it has entered into a definitive agreement to be acquired and taken
private by investment funds managed by GenNx360 Capital Partners, a leading
global private equity firm focusing on middle market opportunities.
Under the
terms of the merger agreement, an affiliate of GenNx360 will commence a tender
offer to purchase for cash all of the outstanding shares of GVI common stock at
a price of $0.38 per share, without interest and less any applicable withholding
taxes, for a total equity value of approximately $11.6 million. The tender offer
is expected to commence on or before November 4, 2009 and to expire on the 20th
business day following and including the commencement date, unless extended in
accordance with the terms of the merger agreement and the applicable rules and
regulations of the Securities and Exchange Commission. Following completion of
the tender offer, the parties will complete a second-step merger in which any
remaining shares of GVI common stock will be converted into the right to receive
the same price per share paid in the tender offer. Stockholders representing
approximately 22% of GVI’s outstanding shares have entered into tender and
support agreements with GenNx360 in connection with the
transaction.
Steven
Walin, Chairman of GVI, said “After careful consideration of our strategic
alternatives, we are pleased to have reached this agreement with GenNx360, which
creates substantial value for our stockholders. This transaction represents a
premium of 22.6% over GVI’s closing share price on October 21, 2009, the
last trading day before the merger agreement was signed. GenNx360’s desire to
add GVI to its portfolio underscores our solid business model, the talent of our
people and the significant progress we have made in transforming GVI into an
important market player.”
Lloyd
Trotter, a Founder and Managing Partner at GenNx360, said “We are excited about
the opportunity for GenNx360 to enter the security industry supporting the
strong GVI platform. The security industry presents attractive growth
opportunities and we are looking forward to working with the experienced GVI
management team to expand the company’s presence in the
marketplace.”
The Board
of Directors of GVI has unanimously approved the merger agreement and the
transactions contemplated by the merger agreement, based upon, among other
factors, the approval and recommendation of a Special Committee of the Board of
Directors, and has resolved to recommend that GVI’s stockholders tender their
shares of GVI common stock in connection with the tender offer contemplated by
the merger agreement. The transactions are subject to customary closing
conditions, but are not subject to any financing condition.
Imperial
Capital, LLC is acting as financial advisor to GVI and has delivered a fairness
opinion to the GVI Board of Directors and Special Committee. Cooley Godward
Kronish LLP is legal counsel to GVI and Nixon Peabody LLP is legal counsel to
GenNx360 Capital Partners.
About GVI Security
Solutions, Inc.
GVI
Security Solutions, Inc. (OTC Bulletin Board: GVSS) is a leading provider of
video surveillance and security solutions, with sales and service representation
throughout North, Central and South America. The company provides Samsung
Electronics and GVI branded products, software and services to the Homeland
Security and Commercial markets. Customers include governments, major retail
chains, leading financial institutions and public and private school
systems.
www.samsung-security.com
GenNx360 Capital
Partners
New
York-based GenNx360 Capital Partners is a private equity investment firm focused
on industrial business-to-business companies. Our partners have 100+ years of
combined global operating experience with a strong, proven track record in
creating true enterprise value through operating excellence and strong
leadership. We acquire companies with proven and sustainable business models in
expanding industries and implement the required operating efficiencies to
accelerate growth and generate strong financial returns.
www.gennx360.com
Important Information about
the Tender Offer
The
description contained in this press release is neither an offer to purchase nor
a solicitation of an offer to sell securities. The planned tender offer
described in this press release has not commenced. At the time the planned
tender offer is commenced, the GenNx360 affiliates that entered into the merger
agreement will file a tender offer statement on Schedule TO with the Securities
and Exchange Commission, and GVI will file a solicitation/recommendation
statement on Schedule 14D-9, with respect to the planned tender offer. The
tender offer statement (including an offer to purchase, a related letter of
transmittal and other tender offer documents) and the
solicitation/recommendation statement will contain important information that
should be read carefully before making any decision to tender securities in the
planned tender offer. Those materials will be made available to GVI’s
stockholders at no expense to them. In addition, all of those materials (and all
other tender offer documents filed with the SEC) will be made available at no
charge on the SEC’s website: www.sec.gov.
In
addition to the offer to purchase, the related letter of transmittal and other
tender offer documents, as well as the solicitation/recommendation statement,
GVI files annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information filed by GVI at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for further
information on the public reference room. GVI’s filings with the SEC are also
available to the public from commercial document-retrieval services and at the
website maintained by the SEC at www.sec.gov.
Forward-Looking
Statements:
Some of
the statements made by GVI Security Solutions, Inc. in this press release are
forward looking in nature. Forward-looking statements in this press release are
not promises or guarantees and are subject to risks and uncertainties that could
cause our actual results to differ materially from those anticipated. These
statements are based on management's current expectations and assumptions and
are naturally subject to uncertainty and changes in circumstances. We caution
you not to place undue reliance upon any such forward-looking statements. Actual
results may differ materially from those expressed or implied by the statements
herein. GVI Security Solutions, Inc. believes that its primary risk factors
include, but are not limited to: reliance on primary supplier; concentration of
customers; credit limits imposed by primary supplier; changes in the overall
economy; credit limits imposed by primary supplier; outstanding indebtedness;
rapid change in technology; the number and size of competitors in its markets;
effective integration of recently acquired operations and personnel; expansion
risks; effective internal processes and systems; the ability to attract and
retain high quality employees; control of the Company by principal stockholders;
law and regulatory policy; the mix of products and services offered in the
Company's target markets; and other factors detailed in the Company's filings
with the Securities and Exchange Commission, including the Annual Report on Form
10-K for the year ended December 31, 2008 currently on file, as well as the risk
that projected business opportunities will fail to materialize or will be
delayed.
SOURCE
GVI Security Solutions, Inc. and GenNx360 Capital Partners