FALLS CHURCH, Va., March 18, 2018 /PRNewswire/ -- CSRA Inc. (NYSE:
CSRA), a leading provider of next-generation IT solutions and
professional services to government organizations, today confirmed
receipt of an unsolicited proposal (the "Proposal") from CACI
International Inc. (NYSE: CACI) to acquire all of the outstanding
shares of CSRA common stock for a combination of CACI common stock
and cash, consisting of CACI common stock based on a fixed exchange
ratio of 0.184 shares of CACI common stock for each share of CSRA
common stock, and cash equal to $15.00 per share. The combination of cash and
stock is equal to approximately $44.00 per share, based upon CACI's closing price
on March 16, 2018 of $157.45 per share.
As previously announced on February 12,
2018, following unanimous approval from the Company's Board
of Directors, CSRA entered into an Agreement and Plan of Merger
(the "Merger Agreement"), with General Dynamics
Corporation (NYSE: GD) under which a wholly owned subsidiary
of General Dynamics has agreed to acquire all outstanding shares of
CSRA common stock for $40.75 per
share in cash. Pursuant to the Merger Agreement, a wholly owned
subsidiary of General Dynamics has commenced a tender offer to
acquire all of the outstanding shares of CSRA common stock for
$40.75 per share in cash (the
"Offer"). The Offer is scheduled to expire at 11:59 p.m., New York
City time, on April 2, 2018,
unless extended or earlier terminated in accordance with the Merger
Agreement.
CSRA's Board of Directors, in consultation with its legal and
financial advisors, will carefully review and consider the
Proposal.
CSRA remains subject to the Merger Agreement. The CSRA Board of
Directors has not changed its recommendation that CSRA stockholders
tender their shares of CSRA common stock pursuant to the
Offer.
Evercore and Macquarie Capital are serving as financial advisors
to CSRA and Paul, Weiss, Rifkind, Wharton & Garrison LLP is
serving as legal counsel.
About CSRA Inc.
CSRA (NYSE: CSRA) solves our nation's hardest mission problems
as a bridge from mission and enterprise IT to Next Gen, from
government to technology partners, and from agency to agency.
CSRA is tomorrow's thinking, today. For our customers, our
partners, and ultimately, all the people our mission touches, CSRA
is realizing the promise of technology to change the world through
next-generation thinking and meaningful results. CSRA is driving
towards achieving sustainable, industry-leading organic growth
across federal and state/local markets through customer intimacy,
rapid innovation and outcome-based experience. CSRA has over 18,000
employees and is headquartered in Falls
Church, Virginia. To learn more about CSRA, visit
www.csra.com. Think Next. Now.
Important Information for Investors and Stockholders
The Offer referenced in this release is being made pursuant to a
Tender Offer Statement on Schedule TO (containing an offer to
purchase, a form of letter of transmittal and other documents
relating to the tender offer) filed by Red Hawk Enterprises Corp.
("Merger Sub"), a wholly owned subsidiary of General Dynamics with
the Securities and Exchange Commission (the "SEC") on March 5,
2018, as amended from time to time. CSRA has filed a
Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the Offer on
March 5, 2018, as amended from time to time. CSRA's
stockholders are urged to read these documents carefully as they
become available because they contain important information that
they should consider before making any decision regarding tendering
their shares of CSRA's common stock. The Offer materials and the
Solicitation/Recommendation Statement are available for free at the
SEC's website at www.sec.gov. The offer to purchase and related
materials may also be obtained for free by contacting the
information agent for the Offer.
In connection with the potential merger, CSRA has filed a
preliminary proxy statement with the SEC, as well as other relevant
materials in connection with the proposed transaction pursuant to
the terms of the Agreement and Plan of Merger dated
February 9, 2018, among General Dynamics, Merger Sub and CSRA.
The materials filed and to be filed by CSRA will be made available
to CSRA's investors and stockholders at no expense to them and
copies may be obtained free of charge on CSRA's website at
www.CSRA.com. In addition, all of those materials will be available
at no charge on the SEC's website at www.sec.gov. Investors and
stockholders of CSRA are urged to read the proxy statement and the
other relevant materials when they become available before making
any voting or investment decision with respect to the proposed
merger because they contain important information about the merger
and the parties to the merger.
CSRA and its directors, executive officers, other members of its
management and employees may be deemed to be participants in the
solicitation of proxies of CSRA stockholders in connection with the
proposed merger under SEC rules. Investors and security holders may
obtain more detailed information regarding the names, affiliations
and interests of certain of CSRA's executive officers and directors
in the solicitation by reading CSRA's proxy statement for its 2017
annual meeting of stockholders, the Annual Report on
Form 10-K for the fiscal year ended March 31, 2017,
and the proxy statement filed in connection with the merger and
other relevant materials that may be filed with the SEC when they
become available. Information concerning the interests of CSRA's
participants in the solicitation, which may, in some cases, be
different than those of CSRA's stockholders generally, are set
forth in the proxy statement relating to the merger.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements. These
forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or
conditions, and include words such as "believes," "plans,"
"anticipates," "projects," "estimates," "expects," "intends,"
"strategy," "future," "opportunity," "may," "will," "should,"
"could," "potential," or similar expressions. By their nature,
forward-looking statements involve risks and uncertainty because
they relate to events and depend on circumstances that will occur
in the future, and there are many factors that could cause actual
results and developments to differ materially from those expressed
or implied by these forward-looking statements. Forward-looking
statements include, among other things, statements about the
potential benefits of the proposed transaction; the prospective
performance and outlook of CSRA's business, performance and
opportunities; the ability of the parties to complete the proposed
transaction and the expected timing of completion of the proposed
transaction; as well as any assumptions underlying any of the
foregoing. The following are some of the factors that could cause
actual future results to differ materially from those expressed in
any forward-looking statements: (i) uncertainties as to the
timing of the Offer and the merger; (ii) the risk that the
proposed transaction may not be completed in a timely manner or at
all; (iii) uncertainties as to the percentage of CSRA's
stockholders tendering their shares in the Offer; (iv) the
possibility that competing offers or acquisition proposals for CSRA
will be made; (v) the possibility that any or all of the
various conditions to the consummation of the Offer or the merger
may not be satisfied or waived, including the failure to receive
any required regulatory approvals from any applicable governmental
entities (or any conditions, limitations or restrictions placed on
such approvals); (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger
Agreement, including in circumstances that would require CSRA to
pay a termination fee or other expenses; (vii) the effect of
this communication or the pendency of the proposed transaction on
CSRA's ability to retain and hire key personnel, its ability to
maintain relationships with its customers, suppliers and others
with whom it does business, its business generally or its stock
price; (viii) risks related to diverting management's
attention from CSRA's ongoing business operations; (ix) the
risk that stockholder litigation in connection with the proposed
transaction may result in significant costs of defense,
indemnification and liability; and (x) other factors as set
forth from time to time in CSRA's filings with the SEC, including
its Form 10-K for the fiscal year ended March 31,
2017 and any subsequent Form 10-Qs, as well as the Tender
Offer Statement on Schedule TO and other Offer documents filed by
Merger Sub and General Dynamics. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. CSRA expressly disclaims any intent or
obligation to update, supplement or revise publicly these
forward-looking statements except as required by law.
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SOURCE CSRA Inc.