LOS ANGELES and CALABASAS, Calif., Nov.
22, 2013 /PRNewswire/ -- Aurora Capital Group ("Aurora"), a
Los Angeles-based private equity
firm with over $2 billion of assets
under management, and National Technical Systems, Inc. (NASDAQ:
NTSC) ("NTS"), today jointly announced that Aurora has completed
the previously announced acquisition of NTS, a leading provider of
testing, inspection and certification solutions.
Aurora acquired NTS through an affiliated entity, which acquired
all of the outstanding securities of NTS for $23.00 per share in cash, which represents a
premium of approximately 39% to NTS's closing stock price on
August 15, 2013 (the trading day
prior to the announcement that NTS entered into a merger agreement
with affiliates of Aurora). NTS's shares of common stock will
cease to be traded on the NASDAQ Global Stock Market effective as
of the close of trading today.
Michael J. Marino, Partner of
Aurora Capital Group, said, "We have long been impressed with the
capabilities that NTS and its founders have built over decades of
technological leadership and believe that NTS is an excellent fit
with Aurora's investment practice. Aurora has a long track
record of supporting industry-leading companies through
transformational periods of growth. NTS is a hand-in-glove
fit with our governance program and strategic resources, and we are
enthusiastic about backing the company as it enters the next phase
of its journey."
NTS President and CEO William C.
McGinnis said, "This marks the beginning of a new and
exciting chapter in the history of NTS. We see Aurora as a
new partner with proven expertise in many of the markets we serve
and with the shared goals of delivering world-class technology,
innovation and service to our customers and making NTS a thriving,
prosperous company. We look forward to working with Aurora
and calling upon its expertise and operating resources to help
extend our market leadership and build NTS into a significantly
larger and more profitable company."
NTS Founder and Vice Chairman of the Board Aaron Cohen said, "I
want to express my personal thanks to our management team and all
our employees for their many years of dedicated service and for
making NTS the successful and valuable company it has become.
With the Aurora and NTS partnership now in place, I am convinced
that NTS will achieve even greater success and attain its full
potential as the country's leading test, inspection and
certification services company."
Operating one of the largest networks of test laboratories in
North America built over half a
century, NTS has long set the standard for independent testing,
inspection and certification solutions. Its customers include
a diverse mix of thousands of the nation's leading corporations and
government-sponsored research and testing entities. Mr.
McGinnis, along with the rest of his management team, will continue
overseeing NTS's operations under Aurora's ownership.
Senior financing for the transaction was provided by Golub
Capital.
Houlihan Lokey Capital served as exclusive financial advisor to
the Special Committee of the Board of Directors of NTS, and
Sheppard Mullin Richter &
Hampton LLP served as legal advisor to NTS in connection with the
transaction. Gibson, Dunn & Crutcher LLP served as legal
advisor to Aurora.
About Aurora Capital Group
Aurora Capital Group
is a Los Angeles-based private
investment firm managing over $2.0
billion of capital across several private equity
funds. Aurora's traditional private equity vehicle, Aurora
Equity Partners, focuses principally 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's investors
include leading pension funds, financial institutions, endowments
and foundations active in private equity investing. For more
information about Aurora Capital Group, visit
www.auroracap.com.
About National Technical Systems
National Technical
Systems, Inc. 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
solutions. For additional information about NTS, visit our
website at www.nts.com.
Forward-Looking Statements
This press release
contains "forward-looking statements" regarding NTS's future
operations, plans and events. Those forward-looking
statements, including statements about NTS's anticipated future
operating results, are based on management's expectations at this
time. Actual results may vary significantly from those
suggested by the forward-looking statements due to uncertainties
and a number of important risk factors, including those noted in
NTS's Annual Report on 10-K for the fiscal year ended January 31, 2013 and other filings with the
Securities and Exchange Commission. NTS undertakes no
obligation to update the forward-looking statements included this
release to reflect circumstances or events occurring after the date
of this release.
Contacts:
For Aurora
Joele
Frank, Wilkinson Brimmer Katcher
Sharon Stern / Bryan
Darrow (media)
(212) 355-4449
For NTS
Allen & Caron Inc
Jill Bertotti (investors)
jill@allencaron.com
(949) 474-4300
National Technical Systems
Michael El-Hillow, CFO
mike.el-hillow@nts.com
(818) 591-0776
SOURCE National Technical Systems, Inc.; Aurora Capital
Group