Acquisition of National Technical Systems, Inc. by Aurora Capital Group May Not Be in the Best Interests of National Technical Systems, Inc. Shareholders
Robbins LLP is investigating the acquisition of National Technical Systems, Inc. (NASDAQ: NTSC) (“National Technical”) by Aurora Capital Group (“Aurora Capital”), a Los Angeles based private equity firm. On August 16, 2013, National Technical announced that the company entered into an Agreement and Plan of Merger to be acquired by an affiliate of Aurora Capital pursuant to which National Technical shareholders will receive the right to receive $23.00 for each share of National Technical owned. The merger is expected to close before the end of 2013.
Is the Merger Best for National Technical and Its Shareholders?
Robbins LLP’s investigation focuses on whether the board of directors at National Technical is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in the merger. On July 22, 2013, National Technical released its first quarter 2014 financial results, reporting an increase in revenues for the first quarter of fiscal year 2014 to $45 million, an increase of 3.6% from the first quarter of fiscal year 2013. Further, gross profit increased 19.5% for the first quarter of fiscal year 2014, to $13.5 million, compared to $11.3 million for the first quarter of 2013, and increased 27.6% compared to $10.6 million in the fourth quarter of fiscal year 2013. In response to this positive financial report, William C. McGinnis, National Technical President and Chief Executive Officer stated: “Our key markets remain strong, opportunities are growing, and our largest clients are looking to NTS to provide an even greater level of service commensurate with our industry-leading technology portfolio and broad geographic footprint”.
Additionally, the offices and directors, who collectively own 18% of the outstanding shares of the company, have agreed to: (i) vote in favor of the merger; (ii) vote against any alternative transaction; and (iii) vote against any other actions that would delay or adversely affect the merger. Moreover, Mr. McGinnis has stated that he expects the core management team and staff will remain in place following the completion of the merger.
Given these facts, Robbins is examining National Technical’s board of directors’ decision to sell the company to Aurora Capital now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects, and whether they are seeking to benefit themselves.
National Technical shareholders have the option to file a class action lawsuit to secure the best possible price for shareholders and the disclosure of material information so shareholders can vote on the transaction in an informed manner.
National Technical shareholders who would like more information about their rights and potential remedies can complete the form below and we will contact you directly. You can also contact attorney Darnell R. Donahue at (800) 350-6003.