FALLS CHURCH, Va., March 20, 2018 /PRNewswire/ -- General Dynamics
(NYSE: GD) and CSRA (NYSE: CSRA) today announced that they have
entered into an amendment to their definitive merger agreement
under which General Dynamics will acquire all outstanding shares of
CSRA for $41.25 per share in cash, an
increase from the prior $40.75 per
share offer. The transaction is now valued at $9.7 billion, including the assumption of
$2.8 billion in CSRA debt.
In connection with the amended merger agreement, CSRA's Board of
Directors determined that the previously announced unsolicited
proposal from CACI International, Inc to acquire CSRA could not
reasonably be expected to lead to a Company Superior Proposal (as
defined in the merger agreement). In reaching that determination,
CSRA's Board of Directors took into account various factors,
including among others, the value, certainty of value, certainty of
closing and speed to closing of the General Dynamics offer, as
amended, as compared to the CACI proposal. CSRA's Board of
Directors recommends that CSRA stockholders tender their shares of
CSRA common stock pursuant to the General Dynamics tender
offer.
Under the terms of the merger agreement, as amended, on
March 5, 2018, General Dynamics
commenced a cash tender offer to purchase all of the outstanding
shares of CSRA common stock. Today, the offer price was increased
from $40.75 per share to $41.25 per share in cash. The tender offer and
any withdrawal rights will expire at 11:59
pm, New York City time, on
Monday, April 2, 2018, unless
extended. If the tender offer is completed, the parties expect to
complete the merger as soon as practicable thereafter. At the
effective time of the merger, CSRA will become a wholly owned
subsidiary of General Dynamics.
Stone Key Group, LLC is serving as exclusive financial advisor
to General Dynamics and Jenner & Block LLP is serving as legal
counsel. Evercore and Macquarie Capital are serving as financial
advisors to CSRA and Paul, Weiss, Rifkind, Wharton & Garrison
LLP is serving as legal counsel.
About General Dynamics
Headquartered in Falls Church,
Virginia, General Dynamics (NYSE:GD) is a global aerospace
and defense company that offers a broad portfolio of products and
services in business aviation; combat vehicles, weapon systems and
munitions; C4ISR and IT solutions; and shipbuilding. The company's
2017 revenue was $31 billion. More
information is available at www.generaldynamics.com.
About CSRA
CSRA (NYSE: CSRA) is a leading government IT business providing
next-generation technology solutions to federal customers. CSRA's
solutions are organized into six service areas: cyber; data and
analytics; digital platforms; digital services; enterprise business
services; and intelligent business process services. The company's
FY2017 (March) revenue was $5
billion. To learn more about CSRA, visit www.CSRA.com.
Notice to Investors
This press release is not a recommendation, an offer to
purchase or a solicitation of an offer to sell shares of CSRA
stock. On March 5, 2018, Red Hawk
Enterprises Corp., a wholly owned subsidiary of General Dynamics
("Merger Sub"), commenced a tender offer to purchase all of the
shares of common stock, par value $0.001 per share of CSRA that are issued and
outstanding. On March 20, 2018, the
tender office price was increased to a price per share of
$41.25, in cash, without interest and
less any applicable withholding of taxes. The tender offer expires
at 11:59 p.m., New York City time, on Monday, April 2, 2018, unless extended. If the
tender offer is extended, we will inform the depositary of that
fact and will make a public announcement of the extension no later
than 9:00 a.m., New York City time, on the business day after
the day on which the tender offer was scheduled to expire. On
March 5, 2018, Merger Sub filed a
tender offer statement and related exhibits with the U.S.
Securities and Exchange Commission (the "SEC") and on the same date
CSRA filed a solicitation/recommendation statement with respect to
the tender offer.
Investors and shareholders of CSRA are strongly advised to
read the tender offer statement (including the related exhibits)
and the solicitation/recommendation statement, as they have been
amended and may be amended from time to time, because they contain
important information that shareholders should consider before
making any decision regarding tendering their shares. The tender
offer statement (including the related exhibits) and the
solicitation/recommendation statement are available at no charge on
the SEC's website at www.sec.gov. In addition, the tender offer
statement and other documents that Merger Sub files with the SEC
are available to all shareholders of CSRA free of charge at
www.generaldynamics.com. The solicitation/recommendation
statement and the other documents filed by CSRA with the SEC are
available to all shareholders of CSRA free of charge at
www.CSRA.com.
Additional Information about the Merger and Where to Find
It
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.
Certain statements made in this press release, including any
statements as to future results of operations and financial
projections, may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, as
amended.
Forward-looking statements include, among other things,
statements about the potential benefits of the proposed
transaction; the prospective performance and outlook of the
combined company's business, performance and opportunities,
including the ability to deliver more innovative, leading-edge
solutions; 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. Forward-looking statements are based on management's
expectations, estimates, projections and assumptions. These
statements are not guarantees of future performance and involve
certain risks and uncertainties, which are difficult to predict.
Therefore, actual future results and trends may differ materially
from what is forecast in forward-looking statements due to a
variety of factors. 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 tender 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 shareholders tendering their shares in the tender 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 tender 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; (vii) the risk that
shareholder litigation in connection with the proposed transaction
may result in significant costs of defense, indemnification and
liability; and (viii) other factors as set forth from time to time
in General Dynamics and CSRA's filings with the SEC, including
their respective Annual Reports on Form 10-K and Quarterly Reports
on Form 10-Q, as well as the tender offer statement,
solicitation/recommendation statement and other tender offer
documents that will be filed by General Dynamics, Merger Sub and
CSRA. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof.
All forward-looking statements speak only as of the date they
were made. General Dynamics, Merger Sub and CSRA do not undertake
any obligation to update or publicly release any revisions to any
forward-looking statements to reflect events, circumstances or
changes in expectations after the date of this press
release.
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SOURCE General Dynamics; CSRA