DRS Technologies Announces Its 2% Convertible Senior Notes Have Become Convertible
09 Outubro 2008 - 5:47PM
Business Wire
DRS Technologies, Inc. (NYSE: DRS) announced today that, as a
result of the anticipated consummation of the merger with
Finmeccanica S.p.A. (FNC.MI), DRS Technologies� 2% Convertible
Senior Notes due 2026 (the �Notes�) have become convertible. As
announced on May 12, 2008, Finmeccanica and DRS Technologies
jointly signed a definitive merger agreement for Finmeccanica to
acquire all of the outstanding stock of DRS Technologies for $81.00
per share in cash in a transaction with an enterprise value of
approximately $5.2 billion. Consummation of the merger remains
subject to customary closing conditions, including clearance from
United States government bodies responsible for national security
reviews for foreign acquisitions. DRS Technologies today gave
notice to the holders of the Notes that a �Fundamental Change� (as
defined in the indenture governing the Notes) would occur upon the
consummation of the merger and that the holders may surrender their
Notes for conversion at any time up until the �Fundamental Change
Purchase Date.� In accordance with the indenture, DRS Technologies
will notify holders of the Fundamental Change Purchase Date no
later than 30 days after the effective date of the merger. Notes
that are surrendered for conversion will be converted into the
right to receive cash, less any applicable withholding taxes, and,
if applicable, shares of common stock of DRS Technologies in
accordance with the indenture (the �Settlement Amount�). However,
any Settlement Amount that is due from and after the effective time
of the merger will be paid solely in cash, less any applicable
withholding taxes, and will not include any shares of common stock
of DRS Technologies. Holders that convert their Notes after the
effective date of the merger in some circumstances may be entitled
to an increased conversion rate, as explained in the notice to
holders. Under no circumstances will holders that convert their
Notes prior to the effective date of the merger be entitled to an
increased conversion rate. This press release is being issued as
required pursuant to Section 12.1(a) of the Indenture. Holders of
the Notes should read carefully the notice sent by the Company
today regarding the anticipated Fundamental Change, as it contains
important information as to the procedures and timing for
converting Notes in connection with such Fundamental Change. DRS
Technologies, headquartered in Parsippany, New Jersey, is a leading
supplier of integrated products, services and support to military
forces, government agencies and prime contractors worldwide. The
company employs approximately 10,500 people. For more information
about DRS Technologies, please visit the company�s web site at
www.drs.com. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995: This press release contains
forward-looking statements, within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, that are based on
management�s beliefs and assumptions, current expectations,
estimates and projections. Such statements, including statements
relating to DRS Technologies� expectations for future financial
performance, are not considered historical facts and are considered
forward-looking statements under the federal securities laws. These
statements may contain words such as �may,� �will,� �intend,�
�plan,� �project,� �expect,� �anticipate,� �could,� �should,�
�would,� �believe,� �estimate,� �contemplate,� �possible� or
similar expressions. These statements are not guarantees of the
Company�s future performance and are subject to risks,
uncertainties and other important factors that could cause actual
performance or achievements to differ materially from those
expressed or implied by these forward-looking statements and
include, without limitation, demand and competition for the
Company�s products and other risks or uncertainties detailed in the
Company�s Securities and Exchange Commission filings. Given these
uncertainties, you should not rely on forward-looking statements.
Such forward-looking statements speak only as of the date on which
they were made, and the Company undertakes no obligations to update
any forward-looking statements, whether as a result of new
information, future events or otherwise.
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