DOWNERS GROVE, Ill. — ATC Technology Corp. (ATC) has announced that it will proceed with its proposed merger with GENCO Distribution System Inc., a privately held third-party provider of logistics services for retailers, manufacturers and U.S. government agencies, following the expiration of a "go-shop" period during which ATC was permitted to solicit alternative proposals.
Headquartered in Downers Grove, Ill., ATC provides comprehensive engineered solutions for logistics and refurbishment services to the consumer electronics industries and the light-, medium- and heavy-duty vehicle service parts markets.
Privately held GENCO is headquartered in Pittsburgh, Pa., and provides contract logistics, reverse logistics, product liquidation, pharmaceutical logistics and government solutions for manufacturers, retailers and U.S. government agencies.
On July 18, ATC entered into a definitive agreement and plan of merger to be acquired by GENCO. During the "go-shop" period, under the terms of the merger agreement, ATC was permitted to, among other things, initiate and solicit discussions for alternative acquisition proposals. The "go-shop" process was led by ATC’s financial advisor, Robert W. Baird & Co. Inc. and included active participation by ATC and its legal counsel, Gibson, Dunn & Crutcher LLP.
During the "go-shop" period, Baird contacted more than 100 potential buyers, including both strategic parties and financial sponsor firms. Of the parties contacted, 14 entered into confidentiality agreements and reviewed certain non-public information regarding ATC. Despite the extensive efforts of ATC and its advisors during the "go-shop" period, the process did not result in any party being designated an "excluded party," as defined in the merger agreement, with whom merger discussions may continue.
Commenting on the expiration of the "go-shop" period, ATC President and CEO Todd Peters said, "Having now concluded our 30-day ‘go-shop’ period, the board of directors of ATC is fully satisfied that it has concluded a thorough and rigorous process designed to deliver the maximum available consideration to the ATC stockholders for their shares. The ATC board continues to believe that the merger with GENCO is the best transaction available to ATC and is in the best interest of our stockholders, customers and employees, and the ATC board continues unanimously to recommend the merger to our stockholders for their approval."
ATC says it is working with GENCO to complete the merger in a timely manner and expects the merger to close during the fourth quarter of 2010. However, the deal remains subject to receipt of the approval of ATC’s stockholders, required regulatory approvals, completion of GENCO’s financing and satisfaction of other customary closing conditions. On Aug. 4, ATC and GENCO both filed for Hart-Scott-Rodino regulatory approval.
For more information about GENCO, visit www.genco.com.
For more information about ATC, visit www.goatc.com.
