Attached files
| file | filename |
|---|---|
| 8-K - WALKER INNOVATION INC. | v184659_8k.htm |
| EX-2.1 - WALKER INNOVATION INC. | v184659_ex2-1.htm |
|
|
PR
Contact:
Adam Handelsman
Lippert/Heilshorn &
Assoc.
ahandelsman@lhai.com
(212)
201-6622
|
IR
Contact:
Jody Burfening
Lippert/Heilshorn & Assoc.
jburfening@lhai.com
(212)
838-3777
|
GlobalOptions
Agrees to Sell its Preparedness Services Unit
to
Witt Group Holdings
NEW YORK,
May 13, 2010 – GlobalOptions Group, Inc. (NASDAQ: GLOI), a leading provider of
domestic and international risk management services, has entered into a
definitive agreement to sell the assets of its Preparedness Services unit and
reporting segment to Witt Group Holdings, LLC for a total
consideration of up to $22.0 million. James Lee Witt, a current officer of
GlobalOptions, as well as Mark Merritt, Barry Scanlon and Pate
Felts, respectively the Co-President, Co-President, and Senior Advisor of the
Preparedness Services unit are principal members of Witt Group
Holdings. The transaction, which is subject to
shareholder approval, is expected to close in the third quarter.
The
company has entered into a definitive agreement to sell its Preparedness
Services unit to Witt Group Holdings for an aggregate maximum cash consideration
of $22.0 million, consisting of (i) a $10.0 million fixed portion in cash and
(ii) contingent consideration based on 40% of revenues in excess of $15.0
million recognized during the twelve months following closing, with total
contingent consideration not to exceed $12.0 million, plus the assumption of
substantially all of the liabilities of the Preparedness Services
unit. The transaction is subject to adjustments for working capital
and includes an escrow of a portion of the fixed cash amount.
“This
transaction was an outcome of the evaluation we have been conducting over the
past several months of our mix of business and our assessment of strategic and
financial alternatives with our financial advisor Needham & Company, LLC, in
order to maximize shareholder value. As the evaluation process
is still ongoing, I’m not in a position to comment on any other potential
transactions,” said Dr. Harvey W. Schiller, Chairman and CEO of GlobalOptions
Group. “With respect to the utilization of the net proceeds from this sale as
well as the sale of the SafirRosetti division, subject to satisfaction of and
compliance with existing contractual and banking obligations, it is our current
intention to return such proceeds to our stockholders. We are currently
exploring the most efficient form of any such distribution.”
GlobalOptions
Group
GlobalOptions,
with headquarters in New York City and offices in 11 cities, is an integrated
provider of risk mitigation and management services to government entities,
FORTUNE 1000 corporations and high net-worth and high-profile individuals
throughout the world. We enable clients to identify, assess and prevent natural
and man-made threats to the well-being of individuals and the operations of
governments and corporations. In addition, we assist our clients in recovering
from the damages or losses resulting from the occurrence of acts of terror,
natural disasters, fraud and other risks. We deliver risk mitigation and
management services through three business segments: Preparedness Services;
Fraud and Special Investigations Unit Services; and Forensic DNA Solutions and
Products. Additional information can be found at
www.globaloptions.com.
Statements
in this press release regarding the company's business that are not historical
facts are "forward-looking statements" that involve risks and uncertainties. The
company wishes to caution readers not to place undue reliance on such
forward-looking statements, which statements are made pursuant to the Private
Securities Litigation Reform Act of 1994, and as such, speak only as of the date
made. To the extent the content of this press release includes forward-looking
statements, they involve various risks and uncertainties including the
successful integration of acquired businesses and revenue run
rates.
Certain
of these risks and uncertainties will be described in greater detail in
GlobalOptions Group's filings with the Securities and Exchange Commission.
GlobalOptions Group is under no obligation to (and expressly disclaims any such
obligation to) update or alter its forward-looking statements whether as a
result of new information, future events or otherwise.
# #
#
In
connection with the proposed transaction, the Company will file a proxy
statement with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a
free copy of the proxy statement (when available) and other documents filed by
the Company at the SEC’s website at www.sec.gov. The proxy statement
and such other documents may also be obtained for free from the Company by
directing such request to the Company at 75 Rockefeller Plaza, 27th Floor, New
York, New York 10019, Attention: Chief Financial Officer, or by telephone at
(212) 445-6262.
The
Company and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from its stockholders in connection with the proposed
transaction. Certain executive officers and directors of the Company
have interests in the transaction that may differ from the interests of
shareholders generally, including without limitation acceleration of vesting of
stock options, restricted stock and restricted stock units, and other benefits
conferred under employment agreements. These interests will be
described in the proxy statement when it becomes
available. Information concerning the interests of the Company’s
participants in the solicitation is set forth in the Company’s proxy statements
and Annual Reports on Form 10-K, previously filed with the SEC, and in the proxy
statement relating to the transaction when it becomes available.