Helping Clients Manage Complex M&A Transactions
GTSI is a leading provider of information technology solutions for governmental entities throughout the United States. When presented with several strategic opportunities, GTSI turned to Holland & Knight for counsel on legal matters relating to a possible sale of the company and for guidance throughout the impending negotiation and sales process. We quickly assembled a team of lawyers to seamlessly address every aspect of the process. Led by members of our Mid-Atlantic Mergers and Acquisitions practice, the team also included attorneys from our Corporate, Securities, Litigation and Government Contracts groups.
With negotiations underway after an unsolicited proposal, the first potential buyer withdrew and our team consequently assisted a Special Committee of GTSI's Board of Directors in negotiating with a second buyer. When the original buyer returned to resume negotiations, our team simultaneously negotiated with both parties, including drafting the merger agreements, performing a due diligence review, and advising GTSI's Board of Directors and Special Committee.
Once the board elected to move forward with an offer from UNICOM Systems and the merger agreement was signed, our team drafted the tender offer documents to reflect the terms of UNICOM's offer and coordinated the SEC filings. We also assisted GTSI throughout the mandatory "go shop" period and advised the board on potential third-party offers.
The matter became more complex when, after the tender offer began and the SEC filings were made, two shareholder class action lawsuits were filed against GTSI, its board and UNICOM. Members of our Litigation practice immediately stepped in to defend the lawsuits, as our team continued work on the tender offer and the "go shop" period. With joint collaboration throughout the process, the suits were settled in principle as the tender offer was expiring.
Members of our team then coordinated a second-step, short-form merger between GTSI and a subsidiary of UNICOM, making GTSI a private company that is wholly owned by UNICOM. This intricate transaction came to a conclusion when we assisted GTSI with post-closing filings with NASDAQ and the SEC to delist and deregister the company.
Helping clients complete multifaceted M&A transactions requires more than just legal knowledge. It requires a solid understanding of the industries and entities involved, as well as the ability to assemble the right team of lawyers. Holland & Knight offers the in-depth industry knowledge and breadth of legal experience required to handle the most complex transactions in a skillful and seamless manner.