UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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CSRA INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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EXHIBIT INDEX
Exhibit 99.1 Press release, dated March 20, 2018, related to the declaration of the quarterly cash dividend
Exhibit 99.2 Email to employees, dated March 20, 2018, from the President and Chief Executive Officer of CSRA Inc.
Exhibit 99.1
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FOR IMMEDIATE RELEASE
Tuesday, March 20,
2018
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CSRA MEDIA CONTACT
Tom Doheny
| Media Relations
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(571)
353-4454
Stuart Davis
| Investor Relations
(703)
641-2267
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CSRA Board Declares Quarterly Cash Dividend
FALLS CHURCH, VA
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 CSRAs 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.
View
this press release online.
About CSRA Inc.
CSRA
(NYSE: CSRA) solves our nations 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 tomorrows 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. CSRAs 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 CSRAs 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, 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 CSRAs investors and stockholders at no expense to them and copies may be obtained free of charge on CSRAs 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 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 CSRAs executive officers and directors in the solicitation by reading CSRAs 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 CSRAs participants in the solicitation, which may, in some cases, be different than those of CSRAs 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 CSRAs 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 CSRAs 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 CSRAs 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 CSRAs 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 CSRAs 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.
# # #
Exhibit 99.2
March 20, 2018
As part of our commitment to
keeping you informed, I wanted to share some additional news about our company. This morning, we announced that General Dynamics has increased its offer to acquire CSRA to $41.25 per share. Our Board of Directors concluded that the alternative
proposal from CACI International could not reasonably be expected to lead to a superior proposal and recommends that CSRA shareholders tender their shares into the General Dynamics offer. You can read General Dynamics March 20th press release
here.
The Board believes this increased offer from General Dynamics reflects the strength of our company and is a testament to the dedication of our
employees and your hard work. Importantly, as I noted the other day, this development does not have any impact on your
day-to-day
responsibilities, and when the
acquisition is final and integration efforts can begin, you will hear more about the important roles everyone has to play to ensure our companies come together seamlessly. We are counting on all of you to remain focused on our mission to Think
Next. Now.
It is likely that our announcements over the past couple of days may generate increased interest in CSRA. Consistent with company
policy, if you receive any inquiries from the media or from other third parties, please forward them immediately Senior Vice President, External Relations and Chief of Staff Christian Marrone.
Thank you for your hard work each and every day.
Important Information for Investors and Stockholders
The tender offer (the Offer) referenced in this communication 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 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. CSRAs 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 CSRAs 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, 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 CSRAs investors and stockholders at no expense to them and copies may be obtained free of charge on CSRAs 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 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 CSRAs executive officers and directors in the
solicitation by reading CSRAs 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 CSRAs participants in the
solicitation, which may, in some cases, be different than those of CSRAs 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 CSRAs 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 CSRAs 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 CSRAs 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 CSRAs 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 CSRAs 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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