Separate Special Meetings to be held in Reston, VA and
Chantilly, VA on January 11, 2019
Science Applications International Corporation (“SAIC”) (NYSE:
SAIC) and Engility Holdings, Inc. (“Engility”) (NYSE: EGL) today
announced that each company will hold a special meeting on January
11, 2019 for their respective stockholders to consider and vote on
certain proposals related to the proposed acquisition of Engility
by SAIC. The joint proxy statement/prospectus describing the
proposed transaction is currently expected to be mailed on or about
December 4, 2018 to SAIC and Engility stockholders of record as of
November 29, 2018.
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The SAIC stockholder meeting will be held at 9:00 a.m. EST at
SAIC’s Corporate Headquarters located at 12010 Sunset Hills Road,
Reston, Virginia, 20190.
Engility’s stockholder meeting will be held at 9:00 a.m. EST at
Engility Corporate Headquarters located at 4803 Stonecroft
Boulevard, Chantilly, Virginia, 20151.
As previously announced, on September 9, 2018, SAIC and Engility
have agreed to combine in an all-stock transaction to create the
second largest independent technology integrator in government
services. Under the terms of the proposed transaction, Engility
stockholders will be entitled to receive a fixed exchange ratio of
0.450 shares of SAIC common stock for each share of Engility common
stock. Upon completion, it is estimated that SAIC stockholders will
own approximately 72% and Engility stockholders will own
approximately 28% of the combined company on a pro-forma, fully
diluted basis.
The transaction remains subject to customary conditions,
including approval by SAIC’s and Engility’s stockholders. The
proposed transaction is expected to be completed shortly after the
stockholders of both companies approve the merger.
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
filed a preliminary registration statement on Form S-4 with the
Securities and Exchange Commission (“SEC”) on October 18, 2018 to
register the shares of SAIC common stock to be issued in connection
with the proposed transaction. The preliminary registration
statement includes a preliminary joint proxy statement/prospectus.
The definitive joint proxy statement/prospectus, when available,
will be sent to the stockholders 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 registration statement on Form S-4, which contains the
preliminary joint proxy statement/prospectus statement describing
the proposed transaction, filed by SAIC with the SEC on October 18,
2018, and the 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 proposed transaction and the risk that
revenue opportunities, cost savings, synergies and other
anticipated benefits from the acquisition 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 to identify all such factors, nor can
Engility or SAIC predict the impact of each such factor on the
proposed transaction or the combined company. For further
information concerning risks and uncertainties associated with
SAIC’s and Engility’s respective businesses, please refer to the
filings on Form 10-K, 10-Q and 8-K that SAIC 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 SAIC’s
and Engility’s Annual Report on Form 10-K which may be viewed or
obtained through the Investor Relations section of SAIC’s 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/20181115006033/en/
Investor Relations Contacts:SAIC, Shane Canestra, (703)
676-2720, Shane.P.Canestra@saic.comEngility, Dave Spille,
(703) 984-6120, Dave.Spille@engility.com
Media Contacts:SAIC: Lauren Presti, (703) 676-8982,
Lauren.A.Presti@saic.comEngility: Scott Fazekas, (703) 984-5068,
Scott.Fazekas@engility.com
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