Global Equity Capital has agreed to buy Halifax Corp. of Virginia (Pink Sheets: HALX), a provider of enterprise logistics and maintenance solutions, for $1.20 per share.
Halifax Corporation of Virginia (Pink Sheets: HALX) today announced that it had entered into a definitive agreement with Global Iron Holdings, LLC, an affiliate of Global Equity Capital, LLC, to merge with a subsidiary of Global Iron. As result of the transaction, the stockholders of Halifax would receive $1.20 in cash per share of common stock. The per share price represents a 110% premium to Halifax’s average trading price of $0.57 over the last 20 trading days.
The Board of Directors of Halifax has unanimously approved the merger agreement and has recommended that Halifax’s stockholders vote to approve the merger. Financial advisory firm, The Woodward Group, has provided a fairness opinion to the Board of Directors.
The merger is subject to approval by vote of holders of two-thirds of Halifax’s outstanding common stock and other customary closing conditions, including the exchange of outstanding Halifax subordinated notes for notes of the surviving entity. Halifax and Global Iron expect the merger to close in the first quarter of 2010. Directors, officers and key stockholders holding approximately 31% of the outstanding common stock have agreed with Global Iron to vote in favor of the transaction. After the merger, the Company expects to operate as Halifax Technology, LLC.
Charles McNew, President and CEO, stated, “We are pleased with the all cash transaction and our ability to provide a liquidity event for our shareholders. Given the Company’s limited resources, the historical cost of our SEC compliance and the challenges facing the maintenance services industry it has become apparent that affiliating ourselves with a larger, better financed organization is an appropriate step for the Company. Global Equity Capital will provide excellent positioning for continuity of our outstanding customer service and a good home for our loyal base of employees.”
“Global Equity Capital is pleased to have the opportunity to provide the financial support for the acquisition, which will allow Halifax to improve its business and customer support without the pressures of being a public company,” stated Angela Blatteis, Managing Director of Global Equity Capital, LLC.
The holders of the Company’s $1,000,000 subordinated notes have agreed to certain modifications to the notes including extension of the maturity dates. These amendments to the outstanding notes are contingent on the merger occurring with Global Iron’s subsidiary.
About Halifax Corporation of Virginia
Founded in 1967, Halifax Corporation of Virginia is an enterprise logistics and maintenance solutions company providing a wide range of technology services to commercial and government customers throughout the United States. The Company’s principal products are enterprise logistics solutions and high availability hardware maintenance services. More information on Halifax can be found at www.hxcorp.com.
About Global Iron Holdings, LLC
With the support of private equity investor, Global Equity Capital, LLC, Global Iron Holdings, LLC was formed to acquire Halifax and complementary IT services businesses. Global Equity Capital, headquartered in Boulder, Colorado, is led by an experienced team, which has demonstrated over time a reliable track record of creating substantial value in its portfolio companies for shareholders and management. For more information visit www.globalequitycap.com.