By Lisa Kerner
Charlotte, N.C., Oct. 31 - SM&A agreed to be acquired by an affiliate of Odyssey Investment Partners, LLC for $6.25 per share in cash in a transaction valued at approximately $119.6 million.
The per-share price is a 159% premium over the closing price of SM&A's common stock on Oct. 30, an SM&A news release said.
SM&A's board of directors unanimously approved the transaction, which is expected to close near the end of 2008 or early in the first quarter of 2009 subject to shareholder approval.
The merger agreement contains termination rights for both SM&A and the affiliate and provides for the payment of termination fees up to $4.2 million, it was reported in a form 8-K filed with the Securities and Exchange Commission.
Caltius Mezzanine has committed to provide financing for the acquisition, including senior notes, senior subordinated notes and an equity co-investment, the release said.
SM&A said the merger agreement includes a 45-day go-shop period during which the company will solicit alternative acquisition proposals from third parties.
Wedbush Morgan Securities advised the special committee of the board of directors of SM&A.
SM&A is a Newport Beach, Calif., competition management services company.
Odyssey, based in New York, is a middle-market private equity fund.
| Acquirer: | Odyssey Investment Partners, LLC affiliate
|
| Target: | SM&A
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| Announcement date: | Oct. 31
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| Transaction total: | $119.6 million
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| Price per share: | $6.25
|
| Termination fee: | Up to $4.2 million
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| Expected closing: | End of December 2008 or early first quarter of 2009
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| Stock price for target: | Nasdaq: WINS: $2.41 on Oct. 30
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