DALLAS, May 13, 2019 /PRNewswire/ -- Jacobs (NYSE:
JEC) today announced that its wholly owned indirect subsidiary,
Atom Acquisition Sub, Inc., a Maryland corporation ("Merger Sub"), has
commenced a tender offer for all of the outstanding shares of
common stock, par value $0.001 per
share, of The KeyW Holding Corporation (NASDAQ: KEYW), a
Maryland corporation ("KeyW"), at
a price of $11.25 per share, net to
the seller in cash, without any interest thereon and less any
applicable withholding taxes, upon the terms and conditions set
forth in the tender offer to purchase dated today, a copy of which
has been filed with the U.S. Securities and Exchange
Commission.
The tender offer is subject to customary conditions to closing,
including the condition that the number of shares validly tendered
(and not properly withdrawn) prior to the expiration of the tender
offer (excluding shares tendered pursuant to guaranteed delivery
procedures that have not yet been delivered), together with the
shares then owned by Jacobs and its direct and indirect wholly
owned subsidiaries, represents at least a majority of the shares
then outstanding. The tender offer will expire at one minute after
11:59 p.m., New York City time, on June 11, 2019, unless extended or earlier
terminated. In connection with the tender offer, Broadridge
Corporate Issuer Solutions, Inc., is the depositary and paying
agent and Okapi Partners LLC is the information agent. Requests for
documents and questions may be directed to the information
agent. Banks and brokerage firms may call the Information
Agent at (212) 297-0720, and stockholders and all others may call
toll-free at (855) 305-0855.
About Jacobs
Jacobs Engineering Group Inc. ("Jacobs") leads the global
professional services sector delivering solutions for a more
connected, sustainable world. With approximately $12 billion in revenue and a talent force of more
than 50,000, Jacobs provides a full spectrum of services including
scientific, technical, professional and construction- and
program-management for business, industrial, commercial, government
and infrastructure sectors. For more information, visit
www.jacobs.com, and connect with Jacobs on LinkedIn, Twitter,
Facebook and Instagram.
Additional Information and Where You Can Find It
This notice is not an offer to buy or the solicitation of an
offer to sell any securities. The solicitation and the offer to
purchase the shares has been made pursuant to a tender offer
statement on Schedule TO, containing an offer to purchase and
related materials, filed by Jacobs and Merger Sub with the U.S.
Securities and Exchange Commission (the "SEC") on May 13, 2019. KeyW filed a
solicitation/recommendation statement on
Schedule 14D-9 with the SEC on May
13, 2019.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER
OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER
OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 REGARDING THE OFFER, IN EACH CASE, AS THEY
MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE
READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.
Investors and security holders may obtain free copies of the
tender offer materials and the Solicitation/Recommendation
Statement (when available) and other documents filed with the SEC
by KeyW or Jacobs through the website maintained by the SEC at
http://www.sec.gov, KeyW's website at http://www.keywcorp.com, or
Jacobs' website at www.jacobs.com.
Cautionary Notice Regarding Forward-Looking
Statements
Certain statements contained in this communication constitute
forward-looking statements as such term is defined in Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Statements made in
this communication that are based on historical fact are
forward-looking statements, including statements about whether and
when the transaction between Jacobs and KeyW will be consummated
and the anticipated financial and other benefits thereof. Although
such statements are based on management's current estimates and
expectations, and currently available competitive, financial and
economic data, forward-looking statements are inherently uncertain,
and you should not place undue reliance on such statements as
actual results may differ materially. We caution the reader that
there are a variety of risks, uncertainties and other factors that
could cause actual results to differ materially from what is
contained, projected or implied by such forward-looking statements.
The potential risks and uncertainties include, among others, the
possibility that Jacobs and KeyW may be unable to obtain regulatory
approval or that other conditions to closing the transaction may
not be satisfied, such that the transaction will not close or that
the closing may be delayed; general economic conditions; the
possibility of unexpected costs, liabilities or delays in
connection with the transaction; risks that the transaction
disrupts our current plans and operations; the ability to recognize
the benefits of the transaction; the amount of the costs, fees,
expenses and charges related to the transaction; the outcome of any
legal proceedings related to the transaction; and the occurrence of
any event, change or other circumstances that could give rise to
the termination of the Merger Agreement. For a description of some
additional factors that may occur that could cause actual results
to differ from forward-looking statements see Jacobs' Annual Report
on Form 10-K for the year ended September
28, 2018 and Jacobs' Quarterly Report on Form 10-Q for the
quarter ended March 29, 2019, in
particular the "Risk Factors" discussions thereunder as well as
Jacobs' other filings with the SEC. Neither Merger Sub nor Jacobs
is under any duty to update any of the forward-looking statements
after the date of this press release to conform to actual results,
except as required by applicable law.
For additional information, contact:
Jacobs
Investors:
Jonathan Doros, 817-239-3457
jonathan.doros@jacobs.com
Media:
Amy Ochs, 214-912-9171
amy.ochs@jacobs.com
KeyW
Investors:
Mark Zindler, 703.817.4908
investors@keywcorp.com
Media:
Karen Coker, 443.733.1613
communications@keywcorp.com
View original content to download
multimedia:http://www.prnewswire.com/news-releases/jacobs-launches-tender-offer-to-acquire-keyw-for-11-25-per-share-in-cash-300848632.html
SOURCE Jacobs
