CALABASAS, Calif., Nov. 19, 2013 /PRNewswire/ -- National Technical
Systems, Inc. (NASDAQ: NTSC) ("NTS" or the "Company"), a leading
provider of testing and engineering services, today announced that
its shareholders overwhelmingly approved the terms of the Merger
Agreement and Merger with an affiliate of Aurora Capital Group at a
Special Shareholder meeting held on November
19, 2013.
The meeting was held to provide shareholders with the
opportunity to approve the previously announced Agreement and Plan
of Merger, dated as of August 15,
2013 (the "Merger Agreement"), by and among Nest Parent,
Inc. ("Parent"), Nest Merger Sub, Inc. ("Merger Sub") and NTS, and
the transactions contemplated thereby, including the merger of NTS
into Merger Sub (the "Merger"), with NTS continuing as the
surviving corporation and a wholly owned subsidiary of
Parent. The meeting was held pursuant to notice and a proxy
statement that was filed with the Securities and Exchange
Commission on October 28, 2013, and
mailed to shareholders entitled to vote at the meeting beginning on
October 29, 2013. The proxy
statement contains additional information concerning the terms of
the Merger Agreement.
Over 99% of the shares represented in person or by proxy at the
meeting voted in favor of the Merger Agreement and the Merger,
representing approximately 82% of NTS' outstanding common stock as
of September 20, 2013, the record
date for the meeting. Shareholders also approved, on a
non-binding advisory basis, certain compensation that may be paid
to the Company's named executive officers in connection with the
transactions contemplated by the Merger Agreement.
The closing of the Merger is expected to occur on or about
November 22, 2013. The closing
remains subject to satisfaction of certain conditions to
closing. If the Merger is completed, each share of NTS common
stock issued and outstanding immediately prior to the effective
time of the Merger will be cancelled and converted into the right
to receive $23.00 in cash, without
interest and less applicable withholding taxes. If the Merger
is completed, NTS will cease to be a publicly traded
company.
About National Technical Systems
National Technical
Systems is a leading provider of testing and engineering services
to the aerospace, defense, telecommunications, automotive, energy
and high technology markets. Through a world-wide network of
resources, NTS provides full product life-cycle support, offering
world class design engineering, compliance, testing, certification,
quality registration and program management. For additional
information about NTS, visit the Company's website at
www.nts.com or call 800-270-2516.
About Aurora Capital Group
Aurora Capital Group is a
Los Angeles-based private
investment firm managing over $2
billion of capital across several funds. The Merger
will be executed by Aurora's traditional private equity vehicle,
which focuses on control investments in middle market businesses
with leading market positions, strong cash flow profiles, and
actionable opportunities for growth in partnership with operating
management. Aurora also maintains a Resurgence fund, which
invests in debt and equity securities of middle market companies
and targets complex opportunities that are created by operational
or financial challenges.
Forward-Looking Statements
This press release contains
"forward looking statements" regarding the acquisition of NTS and
other future events. Factors that could cause actual events
to differ include, but are not limited to: (1) the incurrence of
unexpected costs, liabilities or delays relating to the Merger; and
(2) the failure to satisfy the conditions to the Merger.
Factors that may affect the future results of the Company are set
forth in its filings with the Securities and Exchange Commission,
including its recent filing on Form 10-K for the fiscal year ended
January 31, 2013. Actual
results, events and performance may differ materially.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof. NTS undertakes no obligation to release publicly the
result of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
Contact: Allen
& Caron Inc
|
National Technical
Systems
|
Jill Bertotti
(investors)
|
Michael El-Hillow,
CFO
|
jill@allencaron.com
|
mike.el-hillow@nts.com
|
Len Hall
(media)
|
Aaron Cohen, Vice
Chairman
|
len@allencaron.com
|
aaron.cohen@nts.com
|
(949)
474-4300
|
(818)
591-0776
|
SOURCE National Technical Systems, Inc.