Additional Proxy Soliciting Materials (definitive) (defa14a)
March 20 2018 - 9:49AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2018
CSRA INC.
(Exact name
of registrant as specified in its charter)
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Nevada
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001-37494
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47-4310550
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3170 Fairview Park Drive
Falls Church, Virginia
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22042
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (703)
641-2000
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
☒ Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement
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As previously announced on February 12, 2018, CSRA
Inc., a Nevada corporation (the Company), General Dynamics Corporation, a Delaware corporation (General Dynamics), and Red Hawk Enterprises Corp., a Nevada corporation and a wholly owned subsidiary of General Dynamics
(Merger Sub), entered into a definitive Agreement and Plan of Merger (the Merger Agreement), pursuant to which Merger Sub has commenced a cash tender offer (the Offer) to purchase all of the outstanding
shares of the Companys common stock, par value $0.001 per share (the Shares), for a purchase price of $40.75 per Share in cash, net of applicable withholding taxes and without interest (the Offer Price). The Merger
Agreement also provides, among other things, that following completion of the Offer and subject to certain conditions, Merger Sub will merge with and into the Company (together with the Offer, the Transactions), with the Company
continuing as the surviving corporation and a wholly owned subsidiary of General Dynamics.
On March 20, 2018, the Company, General Dynamics and
Merger Sub entered into an amendment (Amendment No. 1) to the Merger Agreement. Pursuant to Amendment No. 1, the Offer Price was increased from $40.75 per Share to $41.25 per Share, less any applicable withholding of taxes and
without interest, payable in cash, in accordance with the terms and conditions of the Offer (as so amended).
The foregoing summary of Amendment
No. 1 is not complete and is qualified in its entirety by reference to Amendment No. 1, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and
is hereby incorporated by
reference. Other than as expressly modified pursuant to Amendment No. 1, the Merger Agreement remains in full force and effect as originally executed on February 9, 2018.
Item 7.01
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Regulation FD Disclosure.
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On March 20, 2018, General Dynamics and the Company issued a joint press
release announcing the execution of Amendment No. 1. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 is being furnished and will not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to
the liability of that section, nor will such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in
such filing.
Important Information for Investors and Stockholders
The tender offer referenced in this report 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 General Dynamics and Merger Sub with the Securities and Exchange Commission (the SEC) on March 5, 2018, as amended from time to time (the Offer).
The Company 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. The Companys 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 the Companys common stock. The Offer materials
and the Solicitation/Recommendation Statement are available for free at the SECs 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, the Company 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 Merger Agreement. The materials filed and to be filed by the Company will be made available to the Companys investors and stockholders at no expense to them and copies may be obtained
free of charge on the Companys website at www.CSRA.com. In addition, all of those materials will be available at no charge on the SECs website at www.sec.gov. Investors and stockholders of the Company 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.
The Company and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of
proxies of the Company 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 the Companys
executive officers and directors in the solicitation by reading the Companys 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 the Companys
participants in the solicitation, which may, in some cases, be different than those of the Companys 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 the Companys 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 the Companys stockholders
tendering their shares in the Offer; (iv) the possibility that competing offers or acquisition proposals for the Company 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 the Company to pay a termination fee or other expenses; (vii) the effect of this communication or
the pendency of the proposed transaction on the Companys 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 managements attention from the Companys 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 the Companys 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. The Company expressly disclaims any intent or obligation to update, supplement or revise publicly these forward-looking statements except as required by law.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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CSRA Inc.
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Dated: March 20, 2018
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By:
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/s/ William J. Haynes II
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William J. Haynes II
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Executive Vice President, General Counsel and Secretary
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