Amended Statement of Ownership: Solicitation (sc 14d9/a)
March 14 2018 - 6:33AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 3)
CSRA INC.
(Name of Subject Company)
CSRA INC.
(Name of Person Filing Statement)
Common Stock,
$0.001 par value per share
(Title of Class of Securities)
12650T104
(CUSIP Number
of Class of Securities)
William J. Haynes II
Executive Vice President, General Counsel and Secretary
CSRA Inc.
3170 Fairview
Park Drive
Falls Church, Virginia 22042
(703)
641-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With
copies to:
Scott A. Barshay
Jeffrey D. Marell
Paul,
Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212)
373-3000
☐
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
This Amendment No. 3 (this Amendment) amends and supplements the Solicitation/Recommendation
Statement on Schedule
14D-9
(as amended or supplemented from time to time, the Statement) originally filed with the U.S. Securities and Exchange Commission by CSRA Inc., a Nevada corporation (the
Company), on March 5, 2018. The Statement relates to the proposed acquisition of the Company pursuant to the terms of an Agreement and Plan of Merger, dated as of February 9, 2018 (the Merger Agreement), by and
among the Company, General Dynamics Corporation (Parent), a corporation organized under the laws of Delaware, and Red Hawk Enterprises Corp. (Merger Sub), a Nevada corporation and a wholly owned subsidiary of Parent. Pursuant
to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub commenced a cash tender offer (the Offer) on March 5, 2018 to acquire all of the outstanding shares of common stock, par value $0.001 per
share, of the Company at a purchase price of $40.75 per share in cash, net of applicable withholding taxes and without interest.
Except as otherwise set
forth below, the information set forth in the original Statement remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them
in the Statement.
Item 8.
|
Additional Information.
|
Item 8 of the Schedule
14D-9
and the disclosure under
Legal Proceedings
are hereby amended and supplemented by replacing the current disclosure in its entirety with the following paragraph:
On March 6, 2018 and March 9, 2018, two purported class action complaints were filed in the United States District Court for the District of
Nevada on behalf of putative classes of CSRAs public stockholders, and on March 9, 2018, a complaint was filed in the United States District Court for the Eastern District of Virginia on behalf of an individual purported stockholder of
CSRA. The complaints are captioned:
Williams
v.
CSRA, Inc.
,
et al.
, Case
No.:2:18-cv-00407,
Fallness, v. CSRA Inc., et al.
, Case
No.:2:18-cv-00440,
and
Fallon v. CSRA, Inc., et al.
, Case
No.:1:18-cv-00267,
respectively. Each of the complaints names CSRA and its directors, and the
Fallness
complaint also names Parent and Purchaser, as defendants. The complaints generally allege that CSRA and its directors violated federal securities laws by
failing to disclose material information in the Companys March 5, 2018 Schedule
14D-9
Solicitation/Recommendation Statement. The
Fallness
complaint also alleges that the omissions constitute
violations of federal securities laws by Parent and Purchaser. The complaints seek, among other things, injunctive relief preventing the consummation of the Offer, damages, and an award of plaintiffs costs and attorneys and experts
fees. CSRA and its directors believe that the claims asserted against them, respectively, are without merit. Parent and Purchaser have informed us that they believe that the claims asserted against them, respectively, are without merit.
Item 8 of the Schedule
14D-9
and the disclosure under
Antitrust Compliance
are hereby amended and
supplemented by inserting the following sentence after the fifth sentence of the second paragraph of this section:
The statutory waiting period
under the HSR Act with respect to the Offer expired at 11:59 pm EDT on Tuesday, March 13, 2018. Accordingly, the condition to the Offer relating to the expiration or termination of the waiting period applicable to the Offer and the Merger under the
HSR Act has been satisfied.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and
correct.
|
|
|
CSRA Inc.
|
|
|
By:
|
|
/s/ William J. Haynes II
|
Name:
|
|
William J. Haynes II
|
Title:
|
|
Executive Vice President, General
Counsel
and Secretary
|
Dated: March 14, 2018
Csra Inc. (NYSE:CSRA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Csra Inc. (NYSE:CSRA)
Historical Stock Chart
From Jul 2023 to Jul 2024