Going Private Transaction: Emtec, Inc. (OTCMKTS:ETEC)

  • Company: Emtec, Inc.
  • Ticker: OTCMKTS:ETEC
  • Market Cap: 18.71M
  • Size of Action: 5% of outstanding shares
  • Type of Transaction: Going Private via Reverse/Forward Stock Split
  • Current Price: $1.03
  • Tender Price: $1.05
  • Potential Gain (%): 1.94%
  • Expiration: No earlier than 20 days after filing (May 26)
  • Annualized ROI (%): 457%
  • Tender Limit (Shares): 19,999
  • Max Investment ($): $20,598.97
  • Max Gain ($): $399.98
  • Sec Filing: http://www.sec.gov/Archives/edgar/data/5117/000143774913005318/etec20130503_8k.htm
  • http://www.sec.gov/Archives/edgar/data/5117/000143774913005319/emtec_13e3-050313.htm
  • http://www.sec.gov/Archives/edgar/data/5117/000143774913005318/etec20130503_8k.htm
  • Valuation Presentation: http://www.sec.gov/Archives/edgar/data/5117/000143774913005319/ex99c2.htm
  • Summary: This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) is being filed by Emtec, Inc., a Delaware corporation (“Emtec,” the “Company,” “we,” or “our”) and Dinesh R. Desai, our Chairman, President and Chief Executive Officer (“Mr. Desai”) in connection with a proposed “going private” transaction within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The fairness of the cash consideration offered in this transaction has been approved by a Special Committee (the “Special Committee”) established by our Board of Directors (the “Board”). The Special Committee consists of Gregory L. Cowan, Robert Mannarino and Christopher M. Formant. This transaction has been approved by our Board. The Board has approved a 20,000-for-1 reverse stock split (the “Reverse Split”) such that stockholders owning less than one whole share of our common stock following the Reverse Split will have their fractional shares cancelled and converted into the right to receive the cash consideration described below, followed immediately thereafter by a 1-for-20,000 forward stock split (the “Forward Split”). The entire transaction, including the Reverse Split, the purchase of fractional shares after the Reverse Split and the Forward Split, is referred to below as the “Transaction.”
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