Integral Systems, Inc. Commences Issuer Tender Offer to Purchase up to 1,850,000 Shares of Common Stock
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LANHAM, Md., Aug. 14 / -- Integral Systems, Inc. (NASDAQ:ISYS) today announced the commencement a tender offer to purchase shares of its common stock. Integral Systems, Inc. is offering to purchase up to 1,850,000 shares of its common stock at a price of $27.00 per share for a maximum aggregate purchase price of $49,950,000. The tender offer is currently scheduled to expire at 12:00 midnight, New York City time, on Tuesday, September 11, 2007, unless extended. In accordance with the rules of the Securities and Exchange Commission, Integral Systems, Inc. may purchase up to an additional 2 percent of outstanding shares without amending or extending the tender offer.
The tender offer is not conditioned upon any minimum number of shares being tendered, but is subject to other conditions described in the offer to purchase.
The dealer manager for the tender offer is Allen & Company LLC. The information agent for the tender offer is D.F. King & Co., Inc., and the depositary is Wells Fargo Bank, N.A. The offer to purchase, letter of transmittal and related documents will be mailed to Integral Systems, Inc. stockholders. Stockholders who have questions or would like additional copies of the tender offer documents may call the information agent at (888) 887- 1266. Banks and brokers may call (212) 269-5550.
While the Integral Systems, Inc. board of directors has approved the making of the tender offer, none of Integral Systems, Inc., its board of directors, the dealer manager, the depositary or the information agent may make any recommendation to any stockholder as to whether to tender or refrain from tendering any shares. Integral Systems, Inc. has not authorized any person to make any recommendation. Stockholders must decide whether to tender their shares and, if so, how many shares to tender. In doing so, stockholders should carefully evaluate all of the information in the offer to purchase and the related letter of transmittal before making any decision with respect to the tender offer and should consult their own investment and tax advisors.
None of the Company's directors and executive officers, other than Stuart Daughtridge, Peter Gaffney, James Schuetzle and Elaine Brown, have indicated that they intend to tender shares beneficially owned by them into the Offer. In addition, our director William F. Harley III also serves as President and Chief Investment Officer of Fursa Alternative Strategies, LLC which is the beneficial owner of 1,330,000 shares of Common Stock. Mr. Harley has advised the Company that he does not beneficially own these shares but Fursa Alternative Strategies, LLC has advised the Company it intends to tender shares owned by Fursa Alternative Strategies, LLC into the tender offer.
About Integral Systems, Inc.
Founded in 1982, Integral Systems is a leading provider of satellite systems and has supported over 205 different satellite missions for communications, science, meteorological and earth resource applications. The Company was the first to offer an integrated suite of Commercial Off-the-Shelf (COTS) software products for satellite command & control, the EPOCH IPS product line. EPOCH has become a world market leader in commercial applications with successful installations on 5 continents. Through its wholly owned subsidiary SAT Corporation, the company provides satellite and terrestrial communications signal monitoring systems to satellite operators and users throughout the world. The company also provides software for equipment monitoring and control to satellite operators and telecommunications firms through its Newpoint Technologies, Inc. subsidiary. The company's RT Logic subsidiary builds telemetry processing systems for military applications including tracking stations, control centers and range operations. The company's Lumistar, Inc. subsidiary is a provider of system level and board level telemetry acquisition products. Integral Systems has approximately 460 employees working at company headquarters in Lanham, Maryland, and at other locations in the U.S. and Europe. For more information, visit http://www.integ.com/.
Source: Integral Systems, Inc.
CONTACT:William R. Lewis, Chief Financial Officer, Integral Systems, Inc., +1-301-731-4233, fax, +1-301-731-9606
Web site: http://www.integ.com/
