GenNx360 Capital Partners has agreed to buy GVI Security Solutions Inc. (OTC BB: GVSS), a Carrolton, Texas-based provider of video security surveillance solutions. The deal is valued at approximately $11.6 million, or $0.38 per GVI share.
GVI Security Solutions, Inc., (OTC Bulletin Board: GVSS), a leading provider of video security surveillance solutions featuring the complete Samsung Electronics line of products, announced today that it has entered into a definitive agreement to be acquired and taken private by investment funds managed by GenNx360 Capital Partners, a leading global private equity firm focusing on middle market opportunities.
Under the terms of the merger agreement, an affiliate of GenNx360 will commence a tender offer to purchase for cash all of the outstanding shares of GVI common stock at a price of $0.38 per share, without interest and less any applicable withholding taxes, for a total equity value of approximately $11.6 million. The tender offer is expected to commence on or before November 4, 2009 and to expire on the 20th business day following and including the commencement date, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission. Following completion of the tender offer, the parties will complete a second-step merger in which any remaining shares of GVI common stock will be converted into the right to receive the same price per share paid in the tender offer. Stockholders representing approximately 22% of GVI’s outstanding shares have entered into tender and support agreements with GenNx360 in connection with the transaction.
Steven Walin, Chairman of GVI, said, “After careful consideration of our strategic alternatives, we are pleased to have reached this agreement with GenNx360, which creates substantial value for our stockholders. This transaction represents a premium of 22.6% over GVI’s closing share price on October 21, 2009, the last trading day before the merger agreement was signed. GenNx360’s desire to add GVI to its portfolio underscores our solid business model, the talent of our people and the significant progress we have made in transforming GVI into an important market player.”
Lloyd Trotter, a Founder and Managing Partner at GenNx360, said, “We are excited about the opportunity for GenNx360 to enter the security industry supporting the strong GVI platform. The security industry presents attractive growth opportunities and we are looking forward to working with the experienced GVI management team to expand the company’s presence in the marketplace.”
The Board of Directors of GVI has unanimously approved the merger agreement and the transactions contemplated by the merger agreement, based upon, among other factors, the approval and recommendation of a Special Committee of the Board of Directors, and has resolved to recommend that GVI’s stockholders tender their shares of GVI common stock in connection with the tender offer contemplated by the merger agreement. The transactions are subject to customary closing conditions, but are not subject to any financing condition.
Imperial Capital, LLC is acting as financial advisor to GVI and has delivered a fairness opinion to the GVI Board of Directors and Special Committee. Cooley Godward Kronish LLP is legal counsel to GVI and Nixon Peabody LLP is legal counsel to GenNx360 Capital Partners.
About GVI Security Solutions, Inc.
GVI Security Solutions, Inc. (OTC Bulletin Board: GVSS) is a leading provider of video surveillance and security solutions, with sales and service representation throughout North, Central and South America. The company provides Samsung Electronics and GVI branded products, software and services to the Homeland Security and Commercial markets. Customers include governments, major retail chains, leading financial institutions and public and private school systems.
GenNx360 Capital Partners
New York-based GenNx360 Capital Partners is a private equity investment firm focused on industrial business-to-business companies. Our partners have 100+ years of combined global operating experience with a strong, proven track record in creating true enterprise value through operating excellence and strong leadership. We acquire companies with proven and sustainable business models in expanding industries and implement the required operating efficiencies to accelerate growth and generate strong financial returns.