GVP News & Events

GSE Solutions announced that its stockholders overwhelmingly approved its merger with an affiliate of Pelican Energy Partners. Pursuant to the terms of the merger agreement, dated August 8, and amended October 20, Pelican will acquire all of the outstanding common stock of GSE for $4.60 per share.

GSE Solutions announced that independent proxy advisory firm Glass Lewis & Co. recommended that GSE shareholders vote "FOR" the approval of the Agreement and Plan of Merger, dated as of August 8 by and between GSE, Nuclear Engineering Holdings LLC, and Gamma Nuclear Merger Sub. In its October 17 report recommending approval of the Merger Proposal, Glass Lewis stated: "Based on the Company's disclosure of the background leading up to the Merger Agreement, we believe the Company undertook a reasonably comprehensive strategic review here." "[C]onsidering the Company's recent financial struggles, we believe the proposed merger represents a compelling option, as it will provide certainty of value and a meaningful market premium to the Company's shareholders." In relation to October stock acquisitions, Glass Lewis further notes that while Bradley Radoff very recently acquired a stake in the Company, "[he] has yet to submit an alternative actionable proposal to the Company" and GSE shareholders should "be mindful of the fact that Mr. Radoff acquired his entire initial equity stake in the Company in October 2024, more than three weeks after the record date of [the special] meeting ." Therefore, Glass Lewis cautions, "Mr. Radoff and his affiliates will not be eligible to vote at [the special] meeting."

GSE Systems issued a statement thanking stockholders who have already voted in favor of its merger with an affiliate of Pelican Energy in an all-cash transaction and reminding them that, following the amendment to increase merger consideration unanimously approved by the board, Pelican will acquire all the outstanding shares of GSE for an estimated total cash consideration of $4.60 per share. The board's statement provided reasons for voting in favor of the merger, including: the per share price represents a premium of approximately 69% over the closing price of GSE common stock as of August 7; the per share price represents a premium of approximately 29% over the average 30-day volume weighted average price per share; and Pelican is an independent third party buyer and the merger is an arms-length transaction. Management has expressed that substantial doubt exists for the company to continue as a going concern; GSE cannot obtain performance bonds given its financial position and, therefore, is at a competitive disadvantage to its competitors.

Bradley L. Radoff, who collectively with his affiliates owns approximately 9.9% of the outstanding shares of GSE Systems, issued the below follow-up letter to the Chair of the Company's Board of Directors (the "Board"), Kathryn O'Connor Gardner, in response to the Company's filing of an amended merger agreement with Pelican Energy Partners ..Mr. Radoff previously announced his opposition to the Company's proposed take-private merger with Pelican and has repeatedly demanded the Board and Ms. Gardner release normal course forward-looking projections so shareholders can fairly evaluate the Pelican transaction.