National Technical Systems, Inc. to be Acquired by Aurora Capital Group
CALABASAS, CA--Aug. 16, 2013: National Technical Systems, Inc. (NTS), a leading provider of testing and engineering services, announced today that the Company has entered into an Agreement and Plan of Merger to be acquired by an affiliate of Aurora Capital Group, a Los Angeles-based private equity firm, that will result in NTS becoming a privately held company when the merger is completed. Pursuant to the Merger Agreement, at the effective time of the merger each share of the Company's outstanding common stock will be converted into the right to receive an amount in cash equal to $23.00 per share, which reflects a premium of 38.7 percent over the closing price of the Company's common stock on August 15, 2013.
The proposed merger is subject to the approval of NTS shareholders. The Company will ask its shareholders to consider and vote to approve the Merger Agreement at a Special Meeting of Shareholders, which is expected to be held no later than October 31, 2013.
Completion of the merger is not subject to a financing condition, but is subject to the accuracy of the representations and warranties, performance of the covenants and other agreements included in the Merger Agreement, and customary closing conditions for a transaction of this type. Assuming satisfaction of those conditions, the Company expects the merger to close before the end of 2013.
NTS President and CEO William C. McGinnis said, "This is an exciting time to be a part of NTS. We view this announcement as good news for our employees, good news for our customers and business partners, and good news for our shareholders. We believe Aurora Capital Group, based on its proven expertise in many industries that are important to NTS, like aerospace, defense and transportation, to name just a few, is the right partner for us. We look forward to working closely with them and continuing to build a bright and prosperous future for NTS and all our stakeholders."
McGinnis added that NTS will continue to operate in much the same way as it always has and that he expects the core management team and staff will remain in place.
NTS Founder and Vice Chairman of the Board Aaron Cohen said, "I am extremely pleased and proud to see this transaction come to fruition. It will allow NTS and our employees to continue to grow and excel as the preeminent independent testing and engineering services organization in North America. With Aurora as a partner, I believe the Company's potential is limitless. I wish to thank all our employees for their years of dedicated service to the Company and our clients for their continued support and trust in NTS."
If the merger is approved by the shareholders and consummated, all outstanding shares of NTS common stock will be acquired for $23.00 per share. The Company's shares of common stock will then be deregistered under the Securities and Exchange Act of 1934, as amended (the Exchange Act); NTS will no longer be subject to the reporting requirements of the Exchange Act; and the shares of its common stock will no longer trade on any market.
The NTS board of directors formed a special committee of three independent directors to consider the transaction and to negotiate the price per share and the terms of the Merger Agreement on behalf of the Company. Based upon the unanimous recommendation of the special committee, the board of directors approved the Merger Agreement and determined that the terms of the merger transaction are fair to, and in the best interests of, the public shareholders of NTS.
Donald J. Tringali, Chairman of the Board and Chairman of the Special Committee, said "After a thoughtful evaluation of all alternatives in consultation with our advisors, we conclude this is the best option for our shareholders. We believe Aurora's unique perspective on NTS and the industries it serves not only will allow Aurora to be a great partner for the Company going forward, but will also deliver an exceptional result to our current shareholders. On behalf of the Board and all shareholders, I would like to thank the exceptional executive management team for putting us in a position to bring this transaction to our shareholders."
Houlihan Lokey served as financial advisor and Sheppard Mullin LLP as legal counsel for the special committee. Gibson, Dunn & Crutcher LLP served as legal counsel to Aurora Capital Group.
Further details of the Merger Agreement are contained in a Current Report on Form 8-K filed by the Company today with the Securities and Exchange Commission (the SEC).