ARLINGTON, Va., Jan. 16, 2015 /PRNewswire/ -- Alliant Techsystems
Inc. ("ATK") (NYSE: ATK) will release its financial results for the
third quarter of fiscal year 2015 on January
28, after the closing of the market. ATK will also release
certain fiscal year 2015 third quarter results for Vista Outdoor
Inc. ("Vista Outdoor") at that time.
As previously announced, ATK and Orbital Sciences Corporation
("Orbital") (NYSE: ORB) have entered into a transaction agreement,
whereby ATK's Aerospace and Defense Groups will merge with Orbital
immediately following the spin-off of ATK's Sporting Group business
to ATK stockholders as a newly formed company named Vista Outdoor.
Also as previously announced, the transaction is expected to close
on February 9, 2015, subject to
Orbital stockholders approving the merger and ATK stockholders
approving the issuance of ATK shares to Orbital stockholders in
connection with the merger at separate special stockholder meetings
to be held on January 27, 2015, and
the satisfaction of other customary closing conditions.
In light of the pending closing, ATK will issue a comprehensive,
written earnings release of the third quarter results, but will not
host an investor conference call, discuss its outlook or issue
financial guidance. Following completion of the transaction, it is
expected the Orbital ATK and Vista Outdoor management teams will
determine their respective policies regarding hosting calls and
providing guidance on their businesses.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication regarding the spin-off
and any other statements regarding ATK's future expectations,
beliefs, plans, objectives, financial conditions, assumptions or
future events or performance that are not historical facts are
"forward-looking" statements made within the meaning of Section 21E
of the Securities Exchange Act of 1934. These statements are often,
but not always, made through the use of words or phrases such as
"may," "will," "expected," "intend," "estimate," "anticipate,"
"believe," "project" or "continue" and similar expressions. All
such forward-looking statements involve estimates and assumptions
that are subject to risks, uncertainties and other factors that
could cause actual results to differ materially from the results
expressed in the statements. Among the key factors that could cause
actual results to differ materially from those projected in the
forward-looking statements are the following: competition in the
outdoor sporting market; change in demand and manufacturing costs
of our products; supply, availability and costs of raw materials
and components, including commodity price fluctuations; risks
associated with expansion into new and adjacent commercial markets;
government laws and other rules and regulations applicable to Vista
Outdoor, including procurement and import-export control; exposure
to potential product liability, warranty liability or personal
injury claims and litigation; our products, including ammunition
and firearms, are subject to extensive regulation; environmental
laws that govern past, current and future practices and rules and
regulations; changes in the regulation of the manufacture, sale and
purchase of firearms and ammunition; security threats, including
cybersecurity and other industrial and physical security threats;
the costs and ultimate outcome of litigation matters and other
legal proceedings; major earthquakes, weather events, cyberattacks,
terrorist attacks or other catastrophic events at any of our
facilities; financial market disruptions or volatility to our
customers and vendors; unanticipated changes in the tax provision
or exposure to additional tax liabilities; costs of servicing our
debt, including cash requirements and interest rate fluctuations;
actual pension and other postretirement plan asset returns and
assumptions regarding future returns, discount rates, service
costs, mortality rates and health care cost trend rates;
performance of our subcontractors; and development of key
technologies and retention of a qualified workforce.
Additional information concerning these and other factors can be
found in ATK's and Vista Outdoor's filings with the Commission,
including ATK's most recent Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, ATK's
registration statement on Form S-4 (declared effective on
December 17, 2014) and Vista
Outdoor's registration statement on Form 10 (which registration
statement has not yet been declared effective). ATK and Vista
Outdoor assume no obligation to update or revise publicly the
information in this communication, whether as a result of new
information, future events or otherwise, except as otherwise
required by law. Readers are cautioned not to place undue reliance
on these forward-looking statements that speak only as of the date
hereof.
Additional Information and Where to Find It
In connection with the proposed "Morris Trust" transaction
between ATK and Orbital, ATK and Orbital have
filed relevant materials with the SEC. ATK has filed a
registration statement on Form S-4 that includes a joint proxy
statement of ATK and Orbital that also constitutes a prospectus of
ATK (declared effective on December 17,
2014). In addition, Vista Outdoor filed with the SEC a
registration statement on Form 10 (which registration statement has
not yet been declared effective). INVESTORS AND SECURITYHOLDERS ARE
URGED TO READ THE JOINT PROXY STATEMENT, FORM 10, REGISTRATION
STATEMENTS/PROSPECTUSES AND ANY OTHER RELEVANT DOCUMENTS FILED OR
TO BE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ATK, ORBITAL, VISTA OUTDOOR AND THE PROPOSED
TRANSACTION. The joint proxy statement, Form 10, registration
statements/prospectuses and other documents relating to the
proposed transaction can be obtained free of charge from the SEC's
website at www.sec.gov. These documents can also be obtained free
of charge from ATK upon written request to ATK by emailing
investor.relations@atk.com or by calling Michael Pici at
703-412-3216 or from Orbital upon written request to Orbital at
investor.relations@orbital.com or by calling Barron Beneski at 703-406-5528.
Participants in Solicitation
This communication is not a solicitation of a proxy from any
investor or securityholder. ATK, Orbital and certain of their
respective directors and executive officers, however, may be deemed
to be participants in the solicitation of proxies in connection
with the proposed transaction under the rules of the SEC.
Information regarding ATK directors and executive officers may be
found in its Annual Report for the year ended March 31, 2014 on Form 10-K filed with the SEC on
May 23, 2014 and the definitive proxy
statement relating to its 2014 Annual Meeting of Stockholders filed
with the SEC on June 13, 2014.
Information regarding Orbital's directors and executive officers
may be found in its Annual Report for the year ended December 31, 2013 on Form 10-K filed with the SEC
on February 25, 2014 and the
definitive proxy statement relating to its 2014 Annual Meeting of
Stockholders filed with the SEC on March 11,
2014. These documents can be obtained free of charge from
the sources indicated above. Additional information regarding the
interests of these participants is also included in the joint proxy
statement/prospectus.
Non-Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. 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.
About ATK
ATK is an aerospace, defense, and outdoor sports and recreation
company with operations in 21 states, Puerto Rico and internationally. News
and information can be found on the Internet at www.atk.com, on
Facebook at www.facebook.com/atk or on Twitter @ATK.
Media
Contact:
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Investor
Contact:
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Amanda
Covington
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Michael
Pici
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Phone:
703-412-3231
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Phone:
703-412-3216
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E-mail:
amanda.covington@atk.com
|
E-mail:
michael.pici@atk.com
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SOURCE ATK