PITTSBURGH — Michael Baker Corporation and Integrated Mission Solutions, LLC, an affiliate of DC Capital Partners LLC, announced the successful completion of the cash tender offer, by CDL Acquisition Co. Inc. (Merger Sub), a wholly owned subsidiary of IMS, for the outstanding shares of common capital stock of Baker for $40.50 per share in cash, without interest and subject to any applicable withholding taxes.
The Offer and withdrawal rights expired at midnight, Eastern time, at the end of the day on Monday, October 7, 2013. American Stock Transfer & Trust Company, LLC, the depositary for the offer, has indicated that approximately 8,264,809 shares were validly tendered in the offer and not validly withdrawn (including approximately 177,582 shares delivered through notices of guaranteed delivery), representing approximately 85.3 percent of the outstanding common stock of Baker. Merger Sub will accept for payment in accordance with the terms of the Offer all shares that were validly tendered and not validly withdrawn prior to the expiration of the Offer (including all shares delivered through notices of guaranteed delivery), and payment for such shares will be made promptly, in accordance with the terms of the Offer.
IMS and Merger Sub expect to effect a merger of Merger Sub with and into Baker without a vote or meeting of Baker’s shareholders in the coming days. In the merger, each outstanding Baker share not tendered and purchased in the Offer, if any (other than those as to which holders properly exercise dissenters rights, if any) will be converted into the right to receive the same $40.50 per share price, without interest and subject to any applicable withholding taxes, that was paid in the tender offer. As a result of the merger, Baker will become a wholly owned subsidiary of IMS. Following the merger, Baker’s common stock will cease to be traded on the NYSE MKT.