Pomeroy IT Solutions (NASDAQ: PMRY), a technology and services solutions
provider, announced today that its Board of Directors received
confirmation from David B. Pomeroy, II, that the joint proposal he made
to acquire the Company, along with his ComVest Investment Partners III
LP ("ComVest”), is
withdrawn. On May 22, 2008, the Company disclosed that its Board of
Directors had received a letter from Mr. Pomeroy, the Company’s
founder and largest stockholder, proposing to acquire, with ComVest as
his financial partner, all of the outstanding common stock of the
Company not owned by him for a price of $6.00 per share. Mr. Pomeroy has
now informed the Board that he is no longer pursuing the acquisition of
the Company with ComVest and that he does not intend to seek out another
financial partner or other alternative financing for such purpose. The
non-binding indication of interest from Mr. Pomeroy and ComVest had been
referred to a Special Committee for review. The Special Committee that
was formed to review Mr. Pomeroy’s offer as
well as explore a range of other alternative transactions that could
enhance stockholder value will continue to review alternatives presented
to the Committee.
"Notwithstanding the efforts that the Special
Committee may have been engaged in relative to Mr. Pomeroy and ComVest,
the Company has remained focused on our primary goal of returning
Pomeroy to consistent profitability,” said
Keith Coogan, CEO and President of Pomeroy IT Solutions.
The Company also announced today the dismissal of the purported class
action complaint that was filed in the Commonwealth of Kentucky Boone
Circuit Court against the Company, its directors, two of its executive
officers, and ComVest. The plaintiff’s
complaint, which alleged, among other things, that the directors and
officers of the Company were in breach of their fiduciary duties to
shareholders in connection with the letter that the Company received
from Mr. Pomeroy, proposing to acquire, with ComVest, all of the
outstanding stock of the Company not owned by him, was, upon motions
made to the Court by the various defendants, dismissed without prejudice
by an order entered in the case on October 6, 2008.
"The Company and its directors believed that
the allegations in the complaint were without merit, that it was
premature for a shareholder action to be filed in response to our mere
receipt of an unsolicited, non-binding indication of interest to acquire
the Company, and the Court’s dismissal of the
case is the proper result,” commented Mr.
Coogan.
About Pomeroy IT Solutions, Inc.
Pomeroy IT Solutions, Inc. is a leading provider of IT infrastructure
solutions focused on enterprise, network and end-user technologies.
Leveraging its core competencies in IT Outsourcing and Professional
Services, Pomeroy delivers consulting, deployment, operational, staffing
and product sourcing solutions through the disciplines of Six-Sigma,
program and project management, and industry best practices. Pomeroy's
consultative approach and adaptive methodology enables Fortune 2000
corporations, government entities, and mid-market clients to realize
their business goals and objectives by leveraging information technology
to simplify complexities, increase productivity, reduce costs, and
improve profitability. For more information, go to www.pomeroy.com.
Forward-Looking Statements
Certain of the statements in the preceding paragraphs may contain
projections and other forward-looking statements. While these statements
are related to future events and represent our best current judgment,
they are subject to risks and uncertainties that could cause actual
results to vary. These risks and other factors include but are not
limited to: changes in customer demands or industry standards; existing
market and competitive conditions, including the overall demand for IT
products and services; adverse or uncertain economic conditions;
litigation; loss of key personnel; the nature and volume of products and
services anticipated to be delivered; the mix of the products and
services businesses; the type of services delivered; the ability to
successfully attract and retain customers and to sell additional
products and service to existing customers; the ability to timely bill
and collect receivables; the ability to maintain a broad customer base
to avoid dependence on any single customer; the need to successfully
attract and retain outside consulting services; terms of vendor
agreements and certification programs and the assumptions regarding the
ability to perform there under; the ability to manage risks associated
with customer projects; and the ability to attract and retain technical
and other highly skilled personnel. These statements are only
predictions. Actual events or results may differ materially.