VIENNA, Va., Feb. 14 /PRNewswire/ -- GRC International (NYSE: GRH) today
announced it has executed a definitive merger agreement with AT&T Corp.
(NYSE: T) under which AT&T will commence a cash tender offer to acquire all of
the outstanding shares of GRC International for $15.00 per share. GRCI's Board
has received a fairness opinion on AT&T's offer. The boards of directors of
both companies have unanimously approved the merger agreement. The tender
offer will commence within seven business days and is expected to conclude
within approximately two months.
The tender offer is subject to a majority of GRC International's common
stock on a fully diluted basis being validly tendered and not withdrawn, the
expiration of the Hart-Scott-Rodino waiting period, and other customary
conditions. If a majority of GRC International's shares are tendered in
response to the offer and the other conditions to the offer are satisfied or
waived, a subsidiary of AT&T will be merged into GRCI, shares not purchased in
the offer will be converted into $15.00 per share in cash and AT&T will become
the sole stockholder of GRCI.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of GRC International. At the time AT&T commences its
offer, it will file a Tender Offer Statement with the U.S. Securities and
Exchange Commission and GRC International will file a
Solicitation/Recommendation Statement with respect to the offer. THE TENDER
OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/ RECOMMENDATION
STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. The Offer to Purchase,
the related Letter of Transmittal and certain other offer documents, as well
as the Solicitation/Recommendation Statement will be made available to all
shareholders of GRC International, at no expense to them. The Tender Offer
Statement (including the Offer to Purchase, the related Letter of Transmittal
and all other offer documents filed with the Commission) and the
Solicitation/Recommendation Statement will also be available for free at the
Commission's website at http://www.sec.gov.
GRC International Inc., headquartered in Vienna, Va., is a leading
provider of professional services focusing on information technology,
management consulting, and scientific engineering for a national clientele in
the government and commercial sectors. GRCI is a publicly traded company
listed on the New York Stock Exchange under the symbol GRH. Additional details
about GRC International can be obtained on the Internet at
http://www.grci.com/.
Inquiries: Wayne Jackson, Director, Director, Corporate Communications,
GRC International (703) 506-5038. GRCI press releases are available on the
Internet through Company News On-Call at http://www.prnewswire.com/.
SOURCE GRC International
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Related links:
http://www.grci.com
Company News On-Call:
http://www.prnewswire.com/comp/320275.html or fax,
800-758-5804, ext. 320275
CONTACT:
Wayne Jackson, Director, Director, Corporate
Communications of GRC International, 703-506-5038
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