FALLS CHURCH, Va., March 20, 2018 /PRNewswire/ -- CSRA Inc.
(NYSE: CSRA) a leading provider of next-generation IT solutions and
professional services to government agencies and programs,
announced today that its Board of Directors has declared a
quarterly cash dividend of $0.10 per
share on CSRA's common stock (the "Quarterly
Dividend").
In addition, the Board of Directors declared an additional cash
dividend for the period commencing on April
1, 2018 and ending on the date on which Red Hawk Enterprises
Corp. ("Red Hawk"), a wholly-owned
subsidiary of General Dynamics Corporation, accepts shares that are
tendered pursuant to its previously-announced tender offer for all
outstanding shares of common stock of CSRA (the time of such
acceptance, the "Acceptance Time"), in an amount per share equal to
the product of (i) $0.10 and (ii) the
quotient of (A) the number of days from and including April 1, 2018 to and including the date of the
Acceptance Time divided by (B) 91 (the "Per Diem Dividend" and,
together with the Quarterly Dividend, the
"Dividend").
The Dividend will be payable five business days following the
Acceptance Time, to stockholders of record at 5:00 p.m. ET March 29,
2018.
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 tender offer ("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 General
Dynamics Corporation and Red Hawk
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
Corporation, Red Hawk 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 Red
Hawk and General Dynamics Corporation. 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.