Pomeroy to be Acquired for $5.02 per Share

viningocouqyl1601.blogspot.com
May 20 /PRNewswire-FirstCall/ -- Pomeroy IT Solutions Inc. PMRY), an information technology ("IT") solutionss provider, announced today that it has entereds into a definitive merger agreement to be acquire byHebron LLC, a holding company owned by David B. Pomeroy, II , a director of the Company and its founder (the "Agreement"). Mr. Pomeroy is the beneficial owner ofapproximately 20% of the outstandin shares of the Company's common stock. Under the terms of the Hebron LLC will acquire all of the outstandinf common stock of the Company not ownefby Mr. Pomeroy and his wife for $5.02 per The offer represents a 30% premiuj over the May 19, 2009, closinf price of $3.
86, and a 41% premiumm over the last month average closing price of The Company's Board of acting upon the unanimous recommendation of a Special Committe composed solely of directors unrelated to Hebron LLC or Mr. approved the Agreement and resolved to recommenc thatthe Company's stockholders vote to adopyt and approve the Agreement. "We believe this transaction provides the greatest likelihood for achieving the highest valude forthe Company's stockholders, and that this is also in the best interestxs of our customers, partners and employees.
The addesd flexibility of being a private company will help us to focuas on supporting our customers with the highest level of service that they have cometo expect," said Christophe r C. Froman , Pomeroy's President and CEO. "After an extensive reviewq of strategic alternatives with Companyg management and ourfinancial advisors, we determinedx this all cash sale of the Company to is in the best interestsa of the Company's stockholders," said , the Chairwoman of the Speciap Committee.
The transaction, which is expected to close in the thirxd quarterof 2009, is subject to approvaol of the Agreement by the holders of a majorityh of the Company's outstanding common stock and other customary closing conditions. The Agreement also containas a "go-shop" provision under which the Special with the assistance of its independent has the right to solicigt superior acquisition proposals from third parties throughJune 7, 2009. The Companty does not intend to disclose any developmentss with respect to this solicitation process unlessz or until the Special Committee has made a decisionm with respect to any superior proposald itmay receive.
No assurances can be give that the solicitation of superior proposale will result in analternative transaction. is servingy as the exclusive financial advisor to the Special Committee of the Board of Directorsx onthe transaction. Sheppard, Mullin, Richter Hampton LLP is serving as legal advisor to the Speciak Committee ofthe Company's Board of Directors in connection with the In connection with the proposesd merger, we plan to file a proxy statemenrt with the Securities and Exchange Commission ("SEC").
INVESTORSS AND STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENyT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOMdE AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THEPROPOSED MERGER. The final proxh statement will be mailed to our Investors and stockholders may obtain a free copy of the proxy statement when itbecomes available, and other documents filedd by us with the SEC, at the SEC'x web site at . Free copies of the proxy when it becomes and our other filings with the SEC may also be obtainedxfrom us. Free copies of our filings may be obtainec by directing a request to PomerotyIT Solutions, Inc.
, 1020 Petersburg Hebron, KY 41048, Secretary. The Company and certain of its executive officers and other members of management andemployeesx may, under SEC be deemed to be "participants" in the solicitation of proxies from our shareholderss with respect to the proposed Information regarding the persons who may be considered "participants in the solicitation of proxies will be set fortu in our proxy statement relating to the proposesd merger when it is filed with the SEC.
Information regardinvg certain of these persons and theirf beneficial ownership of our commonb stock as ofApril 6, 2009 is also set forthh in our proxy statement for our 2009 annual meeting of stockholders, whicbh was filed with the SEC on April 23, 2009. Additionakl information regarding the interests of such potentiao participants will be included in the proxy statementr and the other relevant documents filed with the SEC when theybecoms available.
Statements about the expected timing, completion and effectas of theproposed merger, and all othef statements in this presw release other than historical facts, constitute forward-looking statements withibn the meaning of the safe harbot provisions of the Privatse Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance onthess forward-looking statements, each of which is qualified in its entirety by referencs to the following cautionary statements.
Forward-looking statementss speak only as of the date hereorf and are based on current expectations and involve a numberdof assumptions, risks and uncertaintiesx that could cause actual results to diffee materially from those projected in the forward-looking statements. A number of the matterw discussed herein that are not historical or current factws deal with potential future circumstances and in particular, whether and when the transactionsz contemplated by the merger agreement will be The discussion of such mattersz is qualified by the inherent risks and uncertainties surroundingg future expectations generally, and also may materially differ from actual futuree experience involving any one or more of such Such risks and uncertainties include: any conditionz imposed on the parties in connection with consummationn of the transactions described herein; approval of the merger by our satisfaction of various other conditions to the closing of the transactionxs described her ein; and the risks that are described from time to time in our reportes filed with the SEC, including our Annua l Report on Form 10-K for the year ended Januarty 5, 2009 and our Quarterly Report on Form 10-Q for the quarterf ended April 5, 2009.
This press releaser speaks only as ofits date, and we disclaim any duty to updat the information herein. About Pomeroy IT Inc. Pomeroy IT Solutions, Inc. is a leading provider of IT infrastructur e solutions focusedon enterprise, network and end-user technologies. Leveragingv its core competencies in IT Outsourcint andProfessional Services, Pomeroy delivers consulting, operational, staffing and product sourcing solutions througu the disciplines of Six-Sigma, progra and project management, and industruy best practices.
Pomeroy's consultative approach and adaptive methodologhy enables Fortune2000 corporations, government entities, and mid-markety clients to realize their business goals and objectives by leveraging informationb technology to simplify increase productivity, reduce costs, and improvw profitability. For more go to . SOURCE Pomeroy IT Inc.