QualityStocks'  Instablog

Yesterday, KSW, a leading HVAC provider, and Related Companies, a prominent diversified real estate firm, announced that they have entered into a definitive merger agreement.

According to the agreement, a subsidiary of Related Companies ("Merger Sub"), will acquire all of the outstanding shares of common stock of KSW for $5.00 per share through a cash tender offer followed by a merger. Valued at approximately $32.1 million, KSW's Board of Directors unanimously approved of the agreement.

Under the terms of the merger agreement, Merger Sub will commence a tender offer for all of the outstanding shares of KSW before September 21, 2012. If the first step tender offer is successfully completed, Merger Sub will acquire any of the remaining KSW shares of common stock through a second step merger transaction. In this step, the remaining KSW shares will be converted into a right to receive the same consideration per share as paid in the tender offer. The companies expect that the tender offer transaction will close by October 26, 2012.

Floyd Warkol, KSW's CEO, remarked, "We are pleased to announce this merger as it delivers significant value to our shareholders. KSW has enjoyed a long and successful relationship with Related Companies while working on their New York City projects. Partnering with Related Companies will only enhance our ability to provide first quality services to our current and future customers."

Bruce A. Beal, Jr., President of Related Companies, added, "As a vertically- integrated developer working across all asset classes we are consistently looking for opportunities to enhance our developments and increase our efficiency. The acquisition of KSW, a best-in-class HVAC provider with an experienced management team, allows us to utilize their skill set throughout the design process, offers direct purchasing capability from equipment manufacturers, and creates an even more direct link to New York City's talented workforce. It will also allow us to continue to pioneer new innovations in sustainability, customizing and developing new sustainable features for our robust pipeline of projects."

To learn more about the company, visit kswmechanical.com

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