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On April 9, 2012 MAXIMUS, Inc. (“Company”) signed a definitive Agreement and Plan of Merger (“Agreement”) to acquire 100% of the stock of PSI Services Holding Inc. and its wholly-owned subsidiary, Policy Studies Inc. (collectively “PSI”) for a cash purchase price of $67 million. The acquisition is anticipated to close on April 30, 2012. Under the terms of the Agreement, which contains customary representation and warranties, the purchase price is subject to adjustment based on PSI’s closing date working capital.
The completion of the acquisition is subject to certain conditions, including among others, (1) the parties’ compliance with their respective obligations under the Agreement and their obtaining of certain consents, (2) the accuracy of the representations and warranties made by the parties, subject to certain materiality exceptions and (3) the absence of certain material adverse events with respect to the business being acquired. The parties may terminate the Agreement by mutual consent, or either party may terminate the Agreement if the transaction has not closed by July 31, 2012.
On April 12, 2012, the Company issued a press release announcing the Agreement. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.