GVI Security Solutions, a provider of video security surveillance solutions featuring the complete Samsung Electronics line of products, announced it has entered into a definitive agreement to be acquired and taken private by investment funds managed by GenNx360 Capital Partners, a private equity firm focusing on middle market opportunities.
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 percent over GVI's closing share price on Oct. 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.”
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 US$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 Nov. 4, 2009 and to expire on the 20th business day following and including the commencement date, unless extended in accordance with 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 percent of GVI's outstanding shares have entered into tender and support agreements with GenNx360 in connection with the transaction.
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 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 is legal counsel to GVI and Nixon Peabody is legal counsel to GenNx360 Capital Partners.