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Published on 12/8/2008 in the Prospect News Special Situations Daily.

SM&A shareholders to decide merger with Odyssey Investment affiliate Dec. 29

By Lisa Kerner

Charlotte, N.C., Dec. 8 - SM&A will hold a special meeting of stockholders at noon ET on Dec. 29 in Newport Beach, Calif.

Stockholders will be asked to vote to approve the company's merger with Odyssey Investment Partners, LLC affiliate Project Victor Holdings, Inc. and its wholly owned subsidiary, Project Victor Merger Sub, Inc., according to a schedule 14A filed with the Securities and Exchange Commission.

Record date for the meeting is Dec. 5, the filing said.

On Oct. 31, SM&A, a Newport Beach, Calif., competition management services company, announced it agreed to be acquired by an Odyssey affiliate for $6.25 per share in cash in a transaction valued at approximately $119.6 million.

SM&A's board of directors unanimously approved the transaction, which is expected to close near the end of 2008 or early in the first quarter of 2009 subject to shareholder approval, it was previously reported.


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