Oct 18 (Reuters) - GSE Systems Inc ( GVP ):

* GSE SYSTEMS ( GVP ) : ON OCT 14, COMPANY Z WITHDRAWS $5.50-$5.75

PER

SHARE OFFER FOR FOR GSE COMMON STOCK TO ACQUIRE COMPANY

* GSE SYSTEMS ( GVP ): INSTEAD, COMPANY Z PROPOSED INVESTMENT OF UP

TO $10

MILLION IN FORM OF DEBT AND EQUITY

* GSE SYSTEMS ( GVP ): BOARD DID NOT BELIEVE REVISED PROPOSAL WAS

LIKELY

TO LEAD TO SUPERIOR PROPOSAL; UNABLE TO ENTER INTO AGREEMENT

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