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Published on 10/9/2008 in the Prospect News Special Situations Daily.

Pomeroy IT Solutions founder pulls offer to acquire company with ComVest

By Jennifer Chiou

New York, Oct. 9 - Pomeroy IT Solutions Inc. announced that its board received confirmation from David B. Pomeroy II that the joint proposal he made to acquire the company along with his ComVest Investment Partners III LP is withdrawn.

On May 22, the company said that its board had received a letter from Pomeroy, its founder and largest stockholder, proposing to acquire with ComVest all of the outstanding common stock of the company not owned by him for a price of $6 per share.

Pomeroy has now informed the board that he is no longer pursuing the acquisition and that he does not intend to seek out another financial partner or other alternative financing.

The company noted that a special committee had been formed to review Pomeroy's offer as well as explore a range of other alternative transactions.

"Notwithstanding the efforts that the special committee may have been engaged in relative to Mr. Pomeroy and ComVest, the company has remained focused on our primary goal of returning Pomeroy to consistent profitability," Keith Coogan, chief executive officer and president of Pomeroy IT Solutions, said in a news release.

The company also announced the dismissal of the class action complaint that was filed in the Commonwealth of Kentucky Boone Circuit Court against the company, its directors, two of its executive officers and ComVest. The plaintiff's complaint, which alleged that the directors and officers of the company were in breach of their fiduciary duties to shareholders in connection with the letter that it received from Pomeroy proposing to acquire the company, was dismissed without prejudice.

Pomeroy IT Solutions is a Hebron, Ky.-based provider of information technology services.


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