American CyberSystems, Inc. entered into a definitive merger agreement to acquire Volt Information Sciences, Inc. (NYSEAM:VOLT) from a group of shareholders for approximately $130 million on March 12, 2022. Pursuant to the Merger Agreement, American CyberSystems will commence a tender offer to acquire any and all of the issued and outstanding shares of Volt at a price of $6 per Share in cash. Bank of America, N.A., BofA Securities, Inc., Fifth Third Bank, National Association and BMO Harris Bank, N.A. have committed to provide debt financing for the Transactions in an aggregate amount of $150 million. In case of termination, Volt will be required to pay a termination fee of $4.3 million in certain circumstances and $2.9 million in others. The merger agreement provides for a “go-shop” period during which Volt – with the assistance of Foros, its exclusive financial advisor – will actively solicit, evaluate and potentially enter into negotiations with, and provide due diligence access to, parties that submit alternative proposals. After closing, Volt will become a privately held company and shares of Volt common stock will no longer be listed on any public market.

Offer is subject to the satisfaction or waiver of customary conditions, including, at least two-thirds of shares are validly tendered under the Offer, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or terminated and other customary conditions set forth in the Merger Agreement. If Offeror achieves an ownership of 90% or greater of the outstanding Shares through the Offer, Offeror will proceed with short-form merger procedures. On March 12, 2022, certain stockholders of Volt, holding 26% shares, entered into tender and support agreements to tender all shares they own in Volt. The transaction has been approved by the board of directors of Volt and American CyberSystems. Board of Volt unanimously recommend its shareholders to accept the offer. Offer is not subject to any financing condition. American CyberSystems will commence a tender offer no later than March 25, 2022 and will initially remain open for twenty (20) business days. American CyberSystems, Inc. commenced the Offer on March 25, 2022. The required waiting period with respect to the Offer and the Merger expired on April 4, 2022. Accordingly, the condition to the Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied. On April 11, 2022, the Go-Shop Period expired. The transaction is expected to close in the second calendar quarter of 2022. The Offer will expire on April 21, 2022.

As of April 21, 2022, American CyberSystems receives acceptance from 19,423,599 shares representing approximately 87.89%. In addition, 247,814 shares had been tendered through notices of guaranteed delivery representing approximately 1.12% of the outstanding shares. On April 22, 2022, American CyberSystems intends to exercise the Top-Up Option to acquire, at $6 per share, an aggregate number of additional shares that would constitute one share more than 90% of the shares outstanding. Following the exercise of the Top-Up Option, American CyberSystems intends to effect a short-form merger with Volt Information Sciences, Inc. under the NYBCL. The transaction is expected to be consummated on April 25, 2022.

Michael A. Cochran and David A. Stockton of Kilpatrick Townsend & Stockton LLP acted as legal advisors to American CyberSystems. Jason T. Anderson and Adam R. Moses of Milbank LLP acted as legal advisors to Volt Information Sciences, Inc. Foros Securities LLC acted as financial advisor and fairness opinion provider to the board of Volt. Houlihan Lokey Capital, Inc. acted as financial advisor to Volt. Foros will receive an aggregate fee currently estimated to be approximately $3.9 million, $2 million of which became payable upon delivery of Foros's opinion for its financial advisory services. Georgeson LLC acted as the information agent and Computershare Trust Company, National Association acted as the depositary and paying agent to American CyberSystems, Inc.

American CyberSystems, Inc. completed the acquisition of Volt Information Sciences, Inc. (NYSEAM:VOLT) from a group of shareholders on April 25, 2022. On April 22, 2022, American CyberSystems exercised the Top-Up Option at a purchase price of $6 per Share. Upon completion of the deal, Volt Information Sciences became a wholly owned subsidiary of American CyberSystems and requested that the NYSE to suspend trading of the shares effective April 26, 2022.