Status:  New Filing

Acquirer:  STG Group, Inc. (US)

Acquired:  PSS Holdings, Inc. (US)

Value:  US$119.5

Industry:  Information Technology; Cybersecurity; Government Contracting

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.)