Status:  Terminated

Acquirer:  STG Group, Inc. (US)

Acquired:  PSS Holdings, Inc. (US)

Value:  US$119.5 million

Industry:  Technology Services; Cybersecurity; Government Contracting

UPDATE:  “On July 1, 2017, the Agreement and Plan of Merger, dated as of February 18, 2017, and amended on May 8, 2017, among STG Group, Inc. (the “Company”), PSS Holdings, Inc. (“PSS”) and the other parties thereto was terminated by PSS following the outside date for closing the transaction in accordance with the terms of the agreement. In connection with the termination, and pursuant to the terms of the agreement, PSS retained the $925,000 advance payment paid to PSS by the Company on May 8, 2017.” (STG Group, Inc., Form 8-K, July 7, 2017, SEC Filing.)

Posted May 24, 2017

Status: New Filing

On May 22, 2017, as an Exhibit to STG Group, Inc.’s quarterly report filed with SEC, STG Group reported that it entered into a merger agreement on February 18, 2017, with PSS Holdings, Inc., a Delaware corporation, under which PSS Holdings will become a wholly owned subsidiary of STG Group.  (See STG Group Form 10-Q, May 2, 2017, SEC Filing.)  The STG Group “provide[s] specialist cyber, software and intelligence solutions to U.S. government organizations with a national security mandate.”  (Id.)  “PSS is a privately-held government services business that provides products and services in information technology, engineering, and program management, and is a leading provider of advanced computing, analytics, program and acquisition management, cyber and software solutions to key defense, intelligence and federal civilian customers …” (Id.)    Under the merger agreement, the parties were to submit a draft voluntary joint notification to CFIUS within five days of execution of the agreement, and CFIUS approval was a condition to closing.  (See Agreement and Plan of Merger, §§ 6.8(c), 7.5(a), STG Group Form 10-Q, Ex-2.1, May 2, 2017, SEC Filing.)  That is, a draft prefiling was to be submitted to CFIUS on February 23, 2017.  On May 8, 2017, STG Group and PSS Holdings extended the outside date for closing the acquisition until to June 30, 2017.  (See STG Group Form 10-Q, May 2, 2017, SEC Filing.)   Historically, one of STG Group’s largest shareholders has been Canadian based Polar Asset Management Partners, Inc.  (See Reuters STG Group Company Profile, visited May 23, 2017.)

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