Exhibit (a)(1)(E)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
GTSI CORP.
at
$7.75 Net Per Share
by
UNICOM SUB ONE, INC.
a wholly owned subsidiary of
UNICOM SYSTEMS, INC.
|
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 15, 2012, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. |
May 18, 2012
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated May 18, 2012 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) in connection with the offer by UNICOM SUB ONE, INC., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of UNICOM Systems, Inc., a California corporation (“Parent”), to purchase all outstanding shares of common stock, par value $0.005 per share (the “Shares”), of GTSI Corp., a Delaware corporation (“GTSI”) at a purchase price of $7.75 per Share, net to the seller in cash without interest, less any required withholding taxes, upon the terms and subject to the conditions of the Offer.
Also enclosed is a letter to stockholders of GTSI from the Chief Executive Officer of GTSI, accompanied by GTSI’s Solicitation/Recommendation Statement on Schedule 14D-9.
We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions.The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.
Please note carefully the following:
1. The offer price for the Offer is $7.75 per Share, net to you in cash without interest, less any required withholding taxes.
2. The Offer is being made for all outstanding Shares.
3. The Offer is being made in connection with the Agreement and Plan of Merger, dated as of May 7, 2012, (the “Merger Agreement”), among Parent, the Purchaser and GTSI, pursuant to which, after the completion of the Offer and the satisfaction or waiver of the conditions set forth therein, Purchaser will be merged with and into GTSI, and GTSI will be the surviving corporation (the “Merger”).
4. The board of directors of GTSI has unanimously (i) authorized and approved the execution, delivery and performance of the Merger Agreement, (ii) approved and declared advisable the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement, (iii) determined that the terms of the Merger Agreement, the Merger, the Offer and the other transactions contemplated by the Merger Agreement are advisable and fair to and in the best interests of GTSI and the GTSI stockholders, and (iv) recommended that the GTSI stockholders accept the Offer and tender their shares pursuant to the Offer and, if required by applicable law, vote in favor of the adoption of the Merger Agreement.
5. The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on June 15, 2012, unless the Offer is extended by the Purchaser.
6. The Offer is subject to certain conditions described in Section 14 of the Offer to Purchase.
7. Any transfer taxes applicable to the sale of Shares to Purchaser pursuant to the Offer will be paid by the Purchaser, except as otherwise provided in the Letter of Transmittal.
If you wish to have us tender any or all of your Shares, then please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, then all such Shares will be tendered unless otherwise specified on the Instruction Form.
Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the Offer.
The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction
INSTRUCTION FORM
With Respect to the Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
GTSI CORP.
at
$7.75 Net Per Share
by
UNICOM SUB ONE, INC.
a wholly owned subsidiary of
UNICOM SYSTEMS, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated May 18, 2012 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), in connection with the offer by UNICOM SUB ONE, INC., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of UNICOM Systems, Inc., a California corporation (“Parent”), to purchase all outstanding shares of common stock, par value $0.005 per share, of GTSI Corp., a Delaware corporation (“GTSI”) at a purchase price of $7.75 per Share, net to the seller in cash without interest, less any required withholding taxes, upon the terms and subject to the conditions of the Offer.
The undersigned hereby instruct(s) you to tender to the Purchaser the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.
ACCOUNT NUMBER:
NUMBER OF SHARES BEING TENDERED HEREBY: SHARES*
The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
| * | Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered. |
Dated: , 2012
| | |
|
| | (Signature(s)) |
|
|
| | (Please Print Name(s)) |
| Address: | | |
| | Include Zip Code |
| | |
| | |
| Area Code and Telephone No.: | | |
