SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting material pursuant to Rule 14a-12
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
ATLANTIC DATA SERVICES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
CONTACT: Paul K. McGrath
Email: paul.mcgrath@adsfs.com
(617) 770-3333
A D S FINANCIAL SERVICES SOLUTIONS(TM) ANNOUNCES
SIGNING OF DEFINITIVE MERGER AGREEMENT
FOR IMMEDIATE RELEASE: QUINCY, Mass.-(Business Wire)-July 22, 2003 - A D S
Financial Services Solutions(TM) ("ADS") (NASDAQ: ADSC) today announced that it
has entered into an agreement and plan of merger (the "Merger Agreement") with
ADS Acquisition Company, LLC ("Acquisition Company"), a wholly-owned subsidiary
of ADS Acquisition Parent, LLC ("Acquisition Parent"). The sole members of
Acquisition Parent (the "Principals") are Robert W. Howe, Chairman and Chief
Executive Officer of ADS, William H. Gallagher, President and Chief Operating
Officer (and a director) of ADS, Lee M. Kennedy, a director of ADS, and
affiliates of General Atlantic Partners, LLC, a global private equity firm that
is a major stockholder of ADS. David C. Hodgson, a director or ADS, is a
Managing Member of General Atlantic Partners, LLC. The Principals together hold
approximately 65% of the Company outstanding common stock.
Under the Merger Agreement, each share of Company common stock outstanding at
the time of the Merger (other than 3,400,000 shares held by the Principals),
will be converted into the right to receive $3.25 per share in cash or
approximately $32.3 million in the aggregate (the "Merger Consideration"). As of
the date hereof, the Company has approximately 13,136,124 shares issued and
outstanding. Under the Merger Agreement, Acquisition Company will merge into the
Company, and the Company, will become a wholly-owned subsidiary of Acquisition
Parent.
The Board of Directors of the Company, acting on the recommendation of a special
committee composed entirely of disinterested directors of the Company's Board,
unanimously approved and adopted the Merger Agreement and recommended that the
Company's stockholders approve the Merger Agreement. The special committee's
financial advisor has opined that, as of July 21, 2003, the Merger Consideration
was fair from a financial point of view to the Company's stockholders other than
the principals. The closing of the Merger is subject to customary conditions,
including approval of the Company's stockholders.
As soon as practicable, the Company will file a proxy statement relating to the
Merger with the Securities and Exchange Commission (SEC), and will schedule a
special meeting of the Company's stockholders to vote on a proposal to approve
the Merger Agreement. Acquisition Parent and each of the Principals intend to
vote their shares of the Company's common stock in favor of the Merger
Agreement, which will be sufficient to approve the Merger Agreement and the
Merger. Although the Merger Agreement can be approved without the affirmative
vote of any public stockholders, the public stockholders will be entitled to
contractual appraisal rights substantially equivalent to statutory appraisal
rights under Massachusetts law.
THE COMPANY'S STOCKHOLDERS WILL BE ABLE TO OBTAIN A FREE COPY OF THE PROXY
STATEMENT THAT THE COMPANY WILL FILE WITH THE SEC WHEN IT BECOMES AVAILABLE AT
THE SEC'S WEB SITE AT WWW.SEC.GOV. THE PROXY STATEMENT AND OTHER DOCUMENTS FILED
WITH THE SEC BY THE COMPANY MAY ALSO BE OBTAINED FOR FREE FROM THE COMPANY BY
DIRECTING A REQUEST TO ATLANTIC DATA SERVICES, INC. AT ONE BATTERYMARCH PARK,
QUINCY, MASSACHUSETTS 02169, ATTENTION: CHIEF FINANCIAL OFFICER, TEL:
617-770-3333.
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS RELATING TO THE MERGER TRANSACTION DESCRIBED ABOVE WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE MERGER.
THE PROXY STATEMENT SHOULD BE READ CAREFULLY BEFORE MAKING A DECISION CONCERNING
THE MERGER.
THE COMPANY AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM THE COMPANY'S STOCKHOLDERS IN
FAVOR OF THE ADOPTION AND APPROVAL OF THE MERGER AGREEMENT AND APPROVAL OF THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER. INVESTORS AND
STOCKHOLDERS MAY OBTAIN ADDITIONAL INFORMATION REGARDING THE INTEREST OF THE
PARTICIPANTS FROM THE PROXY STATEMENT, WHICH MAY BE OBTAINED AS AND WHEN SET
FORTH ABOVE.
About Atlantic Data Services, Inc.
A D S Financial Services Solutions is a trademark of Atlantic Data Services,
Inc., a Quincy, Mass.- based IT strategy consulting and systems integration firm
exclusively serving the needs of the financial services industry. ADS offers
rapid, cost effective IT solutions to the business challenges faced by financial
services companies through its in-depth financial industry expertise, project
management expertise and technology expertise.
For additional information about ADS please visit our website at www.adsfs.com.
This press release includes forward-looking statements, which are made pursuant
to the safe-harbor provisions of the Private Securities Litigation Reform Act of
1995. You can identify these forward-looking statements when you see us using
words such as "expect," "anticipate," "will continue," "believe," "intend,"
"may," "predict," "will be," and other similar expressions. These
forward-looking statements cover, among other items: events, conditions and
financial trends that may affect the Company's future plans of operation,
business strategy, growth of operations and financial position, including
statements regarding the consummation of the Merger, the filing by the Company
of a proxy statement and the holding of a special meeting of stockholders to
vote on the Merger and the Merger Agreement. Any forward-looking statements are
not guarantees of future performance and actual results could differ materially
from those anticipated as a result of certain risks and uncertainties, some of
which are beyond our control. These risks and uncertainties include, among
others: variability of quarterly operating results due to, among other things,
the number, size and scope of customer projects commenced and completed during a
quarter, changes in employee utilization rates and changes in average billing
rates; dependence on the financial services industry; general economic
uncertainty; concentration of revenues and dependence on major customers; risks
associated with fixed price contracts; dependence on key personnel; intense
competition in the IT consulting industry; and risks associated with potential
acquisitions. Because of these risks and uncertainties, the forward-looking
events discussed in this release might not transpire.
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