Volt Information Sciences, Inc., a global provider of staffing services, and Vega Consulting, Inc., an affiliate of American CyberSystems, Inc., a global provider of information technology solutions and services, announced today the completion of Vega’s acquisition of Volt. The closing follows completion of the previously announced tender offer by Vega MergerCo, Inc., a wholly owned subsidiary of Vega, to acquire any and all issued and outstanding shares of common stock of the Company at a purchase price of $6.00 per share.
“We are pleased to welcome Volt into our family of companies,” said Raj Sardana, Chief Executive Officer of ACS. “We have each, in our respective segments of the industry, demonstrated a deep commitment to delivering the best solutions for our clients – whether through new technologies or top talent. I look forward to all that we will accomplish together.”
Linda Perneau, Volt’s President and Chief Executive Officer added, “Volt has a 70-year history and a brand that is synonymous with excellent client service. As we begin to write the next chapter in Volt’s story, we are excited to leverage this new affiliation for innovative solutions and growth in all aspects of our business.”
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The acquisition puts both organizations under common ownership and offers each the opportunity to diversify business mix, expand service offerings, and provide more prospects for clients and candidates.
Following the expiration of the Offer at midnight, New York City Time, on April 21, 2022, Merger Sub accepted for payment all shares validly tendered pursuant to the Offer, which shares represented approximately 87% of the outstanding shares.
Pursuant to the Merger Agreement, on April 22, 2022, Merger Sub exercised its option to purchase from the Company 22,696,780 newly issued shares (the “Top-Up Option Shares”) at a purchase price of $6.00 per share. The Top-Up Option Shares, when added to the shares owned by Parent and Merger Sub, represented one share more than 90% of the shares outstanding on a fully diluted basis immediately after the issuance of the Top-Up Option Shares.
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On April 25, 2022 (the “Closing Date”), pursuant to the Merger Agreement and in accordance with Section 905 of the Business Corporation Law of the State of New York, Parent and Merger Sub effected a “short form” merger pursuant to which Merger Sub merged with and into the Company, with the Company surviving such merger (the “Merger”) and becoming a wholly-owned subsidiary of Parent.
At the effective time of the Merger, each issued and outstanding share (other than shares owned directly or indirectly by the Company, Parent or Merger Sub) was converted into the right to receive $6.00 per share, in cash, without interest and subject to any withholding of tax in accordance with the terms of the Merger Agreement.
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