Computer Services, Inc. Shareholders Approve Merger With Catalyst Merger Sub, Inc.

Rhea-AI Summary

On November 9, 2022, Computer Services, Inc. (CSVI) held a special meeting where shareholders approved a Merger Agreement with Catalyst Top Parent, Inc. and Catalyst Merger Sub, Inc., set to close on November 15, 2022. This merger will result in CSI becoming a wholly-owned subsidiary of the parent company. The press release includes forward-looking statements regarding the merger's completion and highlights various risks and uncertainties that could impact the timeline and success of the merger.

Positive

• None.

Negative

• Risk of merger not being completed in a timely manner, which could negatively affect CSI's business and stock price.
• Possibility of not satisfying conditions required for the merger's consummation.
• Potential legal proceedings related to the merger.
• Disruption to CSI's relationships with customers or employees during the merger process.
• Management's time diversion due to merger-related activities.

PADUCAH, Ky.--(BUSINESS WIRE)-- On Nov. 9, 2022, Computer Services, Inc., a Kentucky corporation (“CSI”) (OTCQX: CSVI), held a special meeting of shareholders (the “Special Meeting”) to consider and vote on a proposal to approve the Agreement and Plan of Merger (the “Merger Agreement”), dated as of Aug. 20, 2022, by and among Catalyst Top Parent, Inc., a Delaware corporation (“Parent”), Catalyst Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and CSI, pursuant to which Merger Sub will merge with and into CSI, with CSI surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”). At the Special Meeting, CSI shareholders approved the Merger Agreement.

The completion of the Merger is currently expected to occur on Nov. 15, 2022, subject to the satisfaction or waiver of customary closing conditions.

Cautionary Statement Regarding Forward-Looking Information

Statements included in this press release that are not historical in nature are intended to be, and hereby are identified as, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and should be evaluated as such. These forward-looking statements include, without limitation, statements regarding the outlook and expectations of the parties with respect to the timing of the closing of the Merger.

Forward-looking statements are typically identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “will”, “should”, and other similar words and expressions. Forward-looking statements are subject to risks, uncertainties and assumptions which may change over time or as a result of unforeseen circumstances. Future events or circumstances may change expectations or outlook and may affect the nature of the assumptions, risks and uncertainties to which forward-looking statements are subject. The forward-looking statements in this press release pertain only to the date hereof, and the parties disclaim any obligation to update or revise any forward-looking statements, except as required by law. Actual results or future events may differ, possibly materially, from those anticipated in these forward-looking statements. Accordingly, we caution against placing undue reliance on any forward-looking statements.

Forward-looking statements contained in this press release are subject to, among others, the following risks, uncertainties and assumptions:

• The risk that the Merger may not be completed in a timely manner or at all, which may adversely affect CSI’s business and the price of CSI’s common stock;
• The failure to satisfy or obtain a waiver of any of the conditions to the consummation of the Merger;
• The occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;
• The possibility that the anticipated financing for the Merger is not received;
• The outcome of any legal proceedings that may be instituted related to the Merger;
• Any disruption from the Merger, making it more difficult for CSI to maintain relationships with its customers or employees;
• The diversion of CSI’s management time on Merger-related issues;
• The failure to promptly and effectively integrate CSI’s business;
• Unexpected costs, liabilities or delays related to the Merger; and
• Other factors that may affect future results of CSI, including adverse impacts from economic, competitive, technological and governmental factors affecting CSI’s operations, customers, markets, services, products and prices, CSI’s ability to prevent a material breach of security of any of its systems, the impact of new or changes in current laws, regulations or other industry standards regarding the privacy of consumer data and the adverse effects of events beyond CSI’s control, such as epidemics and pandemics, war or terrorist activities, essential utility outages and deterioration in the U.S. and global economy.

These risks and uncertainties are not intended to represent a complete list of all risks and uncertainties inherent in CSI’s business. Additional information regarding other factors that may affect CSI’s operations is set forth in CSI’s Annual Report (including Supplemental Information), Quarterly Reports, Information and Disclosure Statements, News Releases and other documents posted from time to time on the OTCQX website at https://www.otcmarkets.com/stock/CSVI/disclosure. CSI disclaims any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20221109005812/en/

For shareholders,

Brian K. Brown

ir@csiweb.com

For media,

Callie Neatherlin

media@csiweb.com

Source: Computer Services, Inc.

FAQ

What was the outcome of Computer Services, Inc.'s special meeting on November 9, 2022?

CSI's shareholders approved the Merger Agreement with Catalyst Top Parent, Inc. on November 9, 2022.

When is the merger of Computer Services, Inc. scheduled to be completed?

The merger is expected to be completed on November 15, 2022, pending customary closing conditions.

What are the main risks associated with the merger of CSVI?

Risks include the potential delay or failure of the merger, legal proceedings, and disruption to existing business relationships.

Who are the parties involved in the merger with Computer Services, Inc.?

The parties involved in the merger are Catalyst Top Parent, Inc., Catalyst Merger Sub, Inc., and Computer Services, Inc. (CSVI).

What forward-looking statements were made regarding the merger?

Forward-looking statements include expectations about the timing of the merger's closing and the associated risks and uncertainties.