Science Applications International Corporation (“SAIC”) (NYSE:
SAIC) announced today that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the “Act”) with respect to the proposed acquisition of Engility
Holdings, Inc. (“Engility”) by SAIC has expired. The expiration of
the waiting period occurred at 11:59 p.m. EST on October 22,
2018.
The expiration of the Act’s waiting period satisfies one of the
conditions to closing of the proposed merger, which remains subject
to other closing conditions in the Agreement and Plan of Merger,
dated as of September 9, 2018, by and among SAIC, Engility, and
Raptors Merger Sub, Inc.
About SAIC
SAIC (NYSE: SAIC) is a technology integrator, primarily
supporting the government services market. SAIC provides technology
and engineering solutions, specializing in information technology,
platform integration, training and simulation, intelligence, and
mission expertise. For additional information about SAIC, please
visit www.saic.com.
About Engility
Engility (NYSE: EGL), a $2 billion technology leader, has
thousands of employees around the world working to make a
difference. Our history of delivering results for the defense,
federal civilian, intelligence and space industries spans more than
60 years. We provide leading-edge solutions and services on Earth,
in space and across cyber by leveraging expertise in systems
engineering & integration, high performance computing,
cybersecurity, readiness & training, enterprise modernization
and mission operations support. To learn more about us, please
visit www.engility.com and connect with us on Facebook, LinkedIn
and Twitter.
No Offer or Solicitation
This communication is for informational purposes only and not
intended to and does not constitute an offer to subscribe for, buy
or sell, the solicitation of an offer to subscribe for, buy or sell
or an invitation to subscribe for, buy or sell any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to or in connection with the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with
applicable law.
Additional Information and Where to Find It
In connection with the proposed acquisition of Engility, SAIC
has filed a preliminary registration statement on Form S-4 with the
SEC on October 18, 2018 to register the shares of SAIC common stock
to be issued in connection with the merger. The preliminary
registration statement includes a preliminary joint proxy
statement/prospectus. The definitive joint proxy
statement/prospectus, when available, will be sent to the
shareholders of SAIC and Engility seeking their approval of the
proposed transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS
INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS DO
AND WILL CONTAIN IMPORTANT INFORMATION ABOUT SAIC, ENGILITY, AND
THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these
documents free of charge through the website maintained by the SEC
at www.sec.gov or from SAIC at its website, www.saic.com, or from
Engility at its website, www.engility.com.
Participants in Solicitation
SAIC, Engility, and their respective directors, executive
officers, and other employees may be deemed to be participants in
the solicitation of proxies from the stockholders of SAIC and
Engility in connection with the proposed transaction. Information
about SAIC’s executive officers and directors is set forth in its
Annual Report on Form 10- K, which was filed with the SEC on March
29, 2018 and its proxy statement for its 2018 annual meeting of
stockholders, which was filed with the SEC on April 25, 2018.
Information about Engility’s executive officers and directors is
set forth in its Annual Report on Form 10-K, which was filed with
the SEC on March 2, 2018, and the proxy statement for its 2018
annual meeting of stockholders, which was filed with the SEC on
April 13, 2018.
Investors may obtain more detailed information regarding the
direct and indirect interests of SAIC, Engility, and their
respective executive officers and directors in the transaction by
reading the preliminary and definitive joint proxy
statement/prospectus regarding the transaction, which will be filed
with the SEC.
Forward-Looking Statements
Certain statements in this written communication contain or are
based on “forward-looking” information within the meaning of the
Private Securities Litigation Reform Act of 1995 that involves
risks and uncertainties concerning the proposed transaction between
SAIC and Engility, SAIC’s and Engility’s expected financial
performance, and SAIC’s and Engility’s strategic and operational
plans. In some cases, you can identify forward-looking statements
by words such as “expects,” “intends,” “plans,” “anticipates,”
“believes,” “estimates,” and similar words or phrases. Forward-
looking statements in this written communication include, among
others, statements regarding benefits of the proposed acquisition
(including anticipated future financial operating performance and
results), estimates of future revenues, operating income, earnings,
earnings per share, charges, backlog, outstanding shares and cash
flows, as well as statements about future dividends, share
repurchases and other capital deployment plans. These statements
reflect our belief and assumptions as to future events that may not
prove to be accurate. Actual performance and results may differ
materially from the forward-looking statements made in this written
communication depending on a variety of factors, including: the
possibility that the transaction will not close or that the closing
may be delayed; the possibility that SAIC or Engility may be unable
to obtain stockholder approval as required for the transaction or
that the other conditions to the closing of the transaction may not
be satisfied; the risk that Engility will not be integrated
successfully into SAIC following the consummation of the
acquisition and the risk that revenue opportunities, cost savings,
synergies and other anticipated benefits from the merger may not be
fully realized or may take longer to realize than expected,
diversion of management’s attention from normal daily operations of
the business and the challenges of managing larger and more
widespread operations resulting from the acquisition, difficulties
in entering markets in which we have previously had limited direct
prior experience, the potential loss of customers and other
business partners following announcement of the acquisition, our
ability to obtain financing on anticipated terms, compliance with
new bank financial and other covenants, assumption of the known and
unknown liabilities of the acquired company, recordation of
goodwill and nonamortizable intangible assets subject to regular
impairment testing and potential impairment charges, incurrence of
amortization expenses related to certain intangible assets,
assumption that we will enjoy material future tax benefits acquired
in connection with the acquisition, developments in the U.S.
government defense and intelligence community budgets, including
budget reductions, implementation of spending cuts (sequestration)
or changes in budgetary priorities; delays in the
U.S. government budget process or approval to raise the U.S.
debt ceiling; delays in the U.S. government contract procurement
process or the award of contracts; delays or loss of contracts as
result of competitor protests; changes in U.S. government
procurement rules, regulations and practices; our compliance with
various U.S. government and other government procurement rules and
regulations; governmental reviews, audits and investigations of our
company; our ability to effectively compete and win contracts with
the U.S. government and other customers; our ability to attract,
train and retain skilled employees, including our management team,
and to retain and obtain security clearances for our employees; our
ability to accurately estimate costs associated with our
firm-fixed-price and other contracts; cybersecurity, data security
or other security threats, systems failures or other disruptions of
our business; resolution of legal and other disputes with our
customers and others or legal or regulatory compliance issues,
including in relation to the transaction; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the transaction agreement; our ability to
effectively deploy capital and make investments in our business;
our ability to maintain relationships with prime contractors,
subcontractors and joint venture partners; our ability to manage
performance and other risks related to customer contracts; the
adequacy of our insurance programs designed to protect us from
significant product or other liability claims; our ability to
declare future dividends based on our earnings, financial
condition, capital requirements and other factors, including
compliance with applicable laws and contractual agreements; and our
ability to execute our business plan and long- term management
initiatives effectively and to overcome these and other known and
unknown risks that we face.
These are only some of the factors that may affect the
forward-looking statements contained in this written communication.
You should be aware that new factors may emerge from time to time
and it is not possible for us to identify all such factors, nor can
we predict the impact of each such factor on the proposed
transaction or the combined company. For further information
concerning risks and uncertainties associated with our business,
please refer to the filings on Form 10-K, 10-Q and 8-K that we or
Engility make from time to time with the SEC, including the “Risk
Factors,” “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and “Legal Proceedings”
sections of our and Engility’s Annual Report on Form 10-K which may
be viewed or obtained through the Investor Relations section of our
web site at www.investors.saic.com or Engility’s web site at
www.engility.com.
All information in this written communication is as of the date
hereof. SAIC and Engility expressly disclaims any duty to update
any forward-looking statement provided in this written
communication to reflect subsequent events, actual results or
changes in SAIC’s or Engility’s expectations. SAIC and Engility
also disclaims any duty to comment upon or correct information that
may be contained in reports published by investment analysts or
others.
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version on businesswire.com: https://www.businesswire.com/news/home/20181023006178/en/
SAIC Media:Lauren
Presti, 703-676-8982Lauren.A.Presti@saic.comorEngility Media:Scott Fazekas,
703-984-5068Scott.Fazekas@engility.com
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