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Published on 9/25/2009 in the Prospect News Special Situations Daily.

Pomeroy IT ends deal with director in favor of Platinum Equity's offer

By Lisa Kerner

Charlotte, N.C., Sept. 24 - Pomeroy IT Solutions, Inc. agreed to be acquired by affiliates of Platinum Equity, LLC for $6.50 per share, it was announced on Friday.

As a result, the company terminated its previously announced merger agreement with Hebron LLC, Desert Mountain Acquisition Co. and David B. Pomeroy II and paid a termination fee of approximately $1 million to Hebron.

It was previously reported that Pomeroy, a director and 17% stockholder, wanted to buy Pomeroy IT Solutions for $6.00 per share.

The merger with Platinum Equity is expected to close in the fourth quarter of 2009, subject to shareholder approval, said Pomeroy IT Solutions.

According to a form 8-K filed with the Securities and Exchange Commission, the merger agreement includes termination rights for both parties, including a termination fee of $2.6 million payable by Pomeroy IT Solutions and a $5 million termination fee payable by the private equity firm.

"Following receipt of Platinum Equity's acquisition proposal, the special committee oversaw a competitive bidding process that has benefited stockholders through additional consideration to shareholders of over $4.8 million," Pomeroy IT Solutions special committee chairwoman Debbie Tibey said in a company news release.

Pomeroy IT Solutions is a Hebron, Ky.-based provider of information technology services.

Acquirer:Platinum Equity, LLC affiliates
Target:Pomeroy IT Solutions, Inc.
Announcement date:Sept. 25
Price per share:$6.50
Termination fees:$2.6 million, $5 million
Expected closing:Fourth quarter of 2009
Stock price for target:Nasdaq: PMRY: $5.90 on Sept. 24

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