GENCO Acquires ATC for $512 Million

GENCO Distribution System Inc., a privately held third-party logistics provider (3PL), has acquired ATC Technology Corp. in an all-cash merger valued at $512.6 million. ATC provides comprehensive engineered solutions for logistics and refurbishment services to the consumer electronics industries and the light-, medium- and heavy-duty vehicle service parts markets.

Following the completion of the proposed transaction, ATC will become a wholly owned subsidiary of GENCO, will be fully integrated into GENCO and will no longer trade publicly.

"After a thorough and extensive analysis, our board of directors unanimously concluded that this transaction provides outstanding cash value to our stockholders and is in the best interest of our stockholders, customers and employees," says Todd Peters, president and CEO of ATC. "ATC's logistics capabilities will become a centerpiece of the combined business for servicing the consumer electronics marketplace, and GENCO will continue to build the drivetrain business."

Completion of the merger is subject to approval by holders of a majority of ATC's outstanding common stock, receipt by GENCO of the proceeds of the debt and equity financings described below, expiration of the Hart-Scott-Rodino regulatory waiting period, and the satisfaction of other customary closing conditions. The transaction is expected to close during the fourth quarter of 2010.

GENCO has advised ATC that it intends to finance the acquisition through the application of proceeds of approximately $125 million from the sale of GENCO shares to affiliates of Greenbriar Equity Group LLC and from borrowings under a $450 million new line of credit to be extended to GENCO by PNC Bank, National Association (PNC), and Wells Fargo Bank and through the application of cash on hand.

Under the merger agreement, ATC and its advisors are permitted and intend to actively solicit alternative acquisition proposals from third parties until August 17, 2010. There can be no assurance of any alternative proposal.

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