On May 19, 2009, Pomeroy IT Solutions, Inc., a Delaware corporation (the "Company," "we," "our," or "us"), entered into an agreement and plan of merger with Hebron LLC, a Delaware limited liability ("Parent"), Desert Mountain Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent ("MergerSub"), and with respect to certain sections of the merger agreement only, David B. Pomeroy, II. Parent and Merger Sub are affiliates of Mr. Pomeroy.

Pursuant to the merger agreement, Parent agreed to acquire the Company in an all cash merger for $5.02 per share, representing approximately $49.0 million in equity value.

The merger agreement provides that MergerSub will merge with and into the Company, with the Company continuing as the surviving corporation. As a result of the merger, the Company will become a wholly owned subsidiary of Parent and each outstanding share of the Company's common stock will be converted into the right to receive $5.02 in cash, without interest, other than (i) shares held by any stockholders who are entitled to and who properly exercise appraisal rights under Delaware law and (ii) shares held by Parent or any of its subsidiaries, including shares to be contributed to Parent by Mr. Pomeroy prior to the completion of the merger.

We made customary representations and warranties and covenants in the merger agreement, including, among others (i) causing a meeting of our stockholders to be held to approve the merger and adopt the merger agreement, (ii) subject to certain exceptions, our board of directors recommending that our stockholders approve the merger and adopt the merger agreement, and (iii) covenants regarding operation of our business and the business of our subsidiaries prior to the closing.

The merger agreement contains a "go-shop" provision pursuant to which we may solicit and negotiate competing acquisition proposals through June 7, 2009. After that period, we are subject to a "no-shop" provision, which restricts our ability to solicit, discuss or negotiate competing proposals, other than with persons that have made an acquisition proposal during the go-shop period that our board of directors or a committee thereof determines in good faith constitutes or is reasonably likely to lead to a "superior proposal" as defined in the merger agreement. In addition, the no-shop restriction does not apply to any party that submits an acquisition proposal after expiration of the go-shop period that our board of directors determines in good faith constitutes or is reasonably likely to lead to a "superior proposal" as defined in the merger agreement.

Parent and MergerSub have obtained conditional financing commitments, the proceeds of which will be sufficient for Parent and MergerSub to pay the aggregate merger consideration and all related fees and expenses.

We may terminate the merger agreement under certain specified circumstances, including if Mr. Pomeroy, Parent or MergerSub fails to perform any of their respective covenants or if we receive an acquisition proposal that our board of directors determines in good faith constitutes a superior proposal and that failure to terminate would be inconsistent with its fiduciary duties. If we terminate the merger agreement because we receive such an acquisition proposal, we must pay Parent a $2.0 million fee, unless the termination is in connection with an acquisition proposal from a person that made an acquisition proposal during the go-shop period, in which case the fee would be $1.0 million.

If we terminate the merger agreement because Mr. Pomeroy, Parent or MergerSub breaches or fails to perform any of their respective representations or covenants, Mr. Pomeroy must pay us $1.0 million unless our sole basis for terminating the merger agreement is because Parent did not obtain the financing sufficient for Parent and MergerSub to pay the aggregate merger consideration and all related fees and expenses, despite Parent complying with covenants related to efforts to obtain the financing, in which case Mr. Pomeroy will be required to pay our expenses incurred in connection with the merger, up to $650,000.

Parent may also terminate the merger agreement in the event of Mr. Pomeroy's death or disability, in which case Mr. Pomeroy will be required to pay our expenses incurred in connection with the merger, up to $650,000.

The foregoing summary of the merger agreement, and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the merger agreement, a copy of which is attached as an exhibit to this report and incorporated herein by reference. You are encouraged to read the merger agreement for a more complete understanding of the merger.

The merger agreement has been included to provide investors and stockholders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the merger agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the merger agreement and should not rely on the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent or MergerSub or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.

Additional Information and Where to Find It

This report may be deemed to be solicitation material in respect of the proposed merger discussed above. In connection with the proposed merger, we plan to file a proxy statement with the Securities and Exchange Commission ("SEC"). INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement will be mailed to our stockholders. Investors and stockholders may obtain a free copy of the proxy statement when it becomes available, and other documents filed by us with the SEC, at the SEC's web site at http://www.sec.gov. Free copies of the proxy statement, when it becomes available, and our other filings with the SEC may also be obtained from us. Free copies of our filings . . .

On May 18, 2009, our compensation committee recommended and our board of directors approved our entry into amended and restated special change in control bonus agreements (each, a "CIC Bonus Agreement") with each of our named executive officers: Christopher Froman, Keith Blachowiak, Luther K. Kearns, Craig Propst and Peter Thelen. Generally, the CIC Bonus Agreements provide that upon a change in control (as defined therein) that occurs prior to December 31, 2009, each executive, upon signing a release, will receive a bonus in an amount equal to such executive's base salary at the time of entry into the agreement. In addition, the CIC Bonus Agreements provide that the bonus is payable in certain circumstances if a termination of employment occurs prior to a change in control, and in certain circumstance if a change in control occurs after December 31, 2009. The amendments were approved to clarify the original intent of the CIC Bonus Agreements with respect to payment upon a change in control (a "single-trigger"), and also to provide that payment is due immediately upon the change in control, subject to the release requirement.

The approved CIC Bonus Agreements are with respect to the following existing CIC Bonus Agreements that we previously entered into with our named executive officers:

                                                      Date of
                                                   Existing CIC
Officer                                           Bonus Agreement
Mr. Froman, President and Chief Executive          December 10,
Officer                                                2007
Mr. Blachowiak, our Senior Vice President of       December 11,
Operations and Chief Information Officer               2007
Mr. Kearns, Senior Vice President-Service
Delivery and Alliances                            March 17, 2008
Mr. Propst, Senior Vice President, Treasurer
and Chief Financial Officer                       March 17, 2008
Mr. Thelen, Senior Vice President of Sales &
Marketing                                         January 6, 2009

The foregoing discussion is qualified in its entirety by reference to the form of CIC Bonus Agreement, which is filed as an exhibit to this report and incorporated herein by reference.

On May 20, 2009, we issued a press release in which we announced that we had entered into the merger agreement. A copy of the press release is attached as an exhibit to this report and is incorporated herein by reference.

(d) Exhibits

Exhibit No. Description
    2.1     Agreement and Plan of Merger dated May 19, 2009, by and
            among Pomeroy IT Solutions, Inc., a Delaware corporation,
            Hebron LLC, a Delaware limited liability, Desert Mountain
            Acquisition Co. and David B. Pomeroy II*
   10.1#    Form of Amended and Restated Special Change In Control
            Bonus Agreement approved May 18, 2009, entered into
            between Pomeroy IT Solutions, Inc. and each of
            Christopher Froman, Keith Blachowiak, Luther K. Kearns,
            Craig Propst and Peter Thelen
   99.1     Press Release issued May 20, 2009