DALLAS, June 12, 2019 /PRNewswire/ -- Jacobs
(NYSE:JEC) today announced that through its wholly owned indirect
subsidiary, Atom Acquisition Sub, Inc., it has successfully
completed its previously announced tender offer for all of the
outstanding shares of common stock, par value $0.001 per share, of The KeyW Holding Corporation
(NASDAQ: KEYW), at a price of $11.25
per share, net to the seller in cash, without interest thereon and
less any applicable withholding taxes. The tender offer expired at
one minute after 11:59 p.m. on Tuesday, June
11, 2019. Broadridge Corporate Issuer Solutions, Inc., the
depositary agent for the tender offer, has advised Jacobs that, as
of the tender offer expiration, an aggregate of 39,928,947 KeyW
shares were validly tendered pursuant to the tender offer,
representing approximately 80% of the KeyW shares then
outstanding.
Because of the tender offer, Jacobs now indirectly owns a
sufficient number of shares in KeyW to complete a "short-form"
merger under applicable Maryland
law without stockholder approval. The parties expect to
complete the acquisition of all remaining outstanding shares of
KeyW on Wednesday, June 12, 2019,
pursuant to a merger of Jacobs' wholly owned indirect subsidiary
with and into KeyW. Following the merger, KeyW will be a wholly
owned indirect subsidiary of Jacobs, and its shares will be
delisted from NASDAQ.
About Jacobs
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.
Forward-Looking Statements
Certain statements contained in this press release 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, and such statements
are intended to be covered by the safe harbor provided by the same.
Statements made in this release that are not based on historical
fact are forward-looking statements. We base these forward-looking
statements on management's current estimates and expectations as
well as currently available competitive, financial and economic
data. Forward-looking statements, however, are inherently
uncertain. There are a variety of factors that could cause business
results to differ materially from our forward-looking
statements. For a description of some additional factors that
may occur that could cause actual results to differ from our
forward-looking statements see our Annual Report on Form 10-K for
the year ended September 28, 2018,
and in particular the discussions contained under Item 1 -
Business; Item 1A - Risk Factors; Item 3 - Legal Proceedings; and
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations, and our Quarterly Report on
Form 10-Q for the quarter ended March 29,
2019, and in particular the discussions contained under Part
I, Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations; Part II, Item 1 - Legal
Proceedings; and Part II, Item 1A - Risk Factors, as well as the
Company's other filings with the Securities and Exchange
Commission. The Company is not 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
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SOURCE Jacobs
