BETHESDA, Md., Aug. 16, 2016 /PRNewswire/ -- Lockheed
Martin (NYSE: LMT) announced today the preliminary results of its
exchange offer for shares of Lockheed Martin common stock in
connection with the previously announced transaction to separate
its Information Systems & Global Solutions (IS&GS) business
segment and combine it with Leidos Holdings, Inc. (NYSE: LDOS) in a
tax-efficient Reverse Morris Trust transaction.
Lockheed Martin expects to accept shares tendered in the
exchange offer, subject to proration, and expects, through the
split-off structure, to repurchase 9,369,694 of its shares of
common stock upon closing of the transaction. Closing is expected
to occur later today immediately following the satisfaction of all
remaining closing conditions and consummation of the exchange
offer. In connection with the closing of the transaction, Lockheed
Martin will receive a special cash payment of $1.8 billion, which will be used for repayment of
debt, dividends and/or share repurchases.
The final exchange ratio for the exchange offer was set at
8.2136 shares of common stock of Abacus Innovations Corporation
(Abacus) for each share of Lockheed Martin common stock. Upon
completion of the merger of Abacus with a subsidiary of Leidos,
each share of Abacus common stock will be converted into one share
of Leidos common stock. As a result, Lockheed Martin stockholders
who tendered shares of Lockheed Martin common stock in the exchange
offer will receive approximately 8.2136 shares of Leidos common
stock (subject to the receipt of cash in lieu of fractional shares)
for each share of Lockheed Martin common stock accepted for
exchange.
Exchange Offer Preliminary Results
Pursuant to the exchange offer, which expired today at
8:00 a.m. EDT, and based on a
preliminary count by the exchange agent, approximately 96,116,351
shares of Lockheed Martin common stock were tendered prior to the
expiration of the exchange offer, including 45,859,639 shares
tendered pursuant to guaranteed delivery procedures. The total
number of shares tendered included an estimated 1,821,061 shares of
Lockheed Martin common stock tendered by odd-lot stockholders
(holders of fewer than 100 shares) not subject to proration.
Lockheed Martin will exchange a total of 9,369,694 shares of
Lockheed Martin common stock in the exchange offer.
Based on the total number of shares of Lockheed Martin common
stock reported to be tendered and not properly withdrawn prior to
the expiration of the exchange offer, the exchange offer was
oversubscribed by approximately 86,746,657 shares, including
45,859,639 shares tendered pursuant to guaranteed delivery
procedures, resulting in a preliminary proration factor of
approximately 8.01 percent.
Lockheed Martin will not be able to determine the final
proration factor until after the end of the exchange offer's
guaranteed delivery period, which could be as late as 5:00 p.m. EDT on August
19, 2016. Lockheed Martin will publicly announce the final
proration factor, which may be different from today's preliminary
estimate, once it has been determined.
Because more than 9,369,694 shares of Lockheed Martin common
stock were tendered, all shares of Abacus common stock owned by
Lockheed Martin are expected to be distributed to Lockheed Martin
stockholders who tendered their shares of Lockheed Martin common
stock in the exchange offer, and no shares of Abacus common stock
are expected to be distributed to Lockheed Martin stockholders as a
pro rata dividend.
More information can be found on Lockheed Martin's website and
at www.edocumentview.com/LockheedMartinExchange.
About Lockheed Martin
Headquartered in Bethesda, Maryland, Lockheed Martin is a
global security and aerospace company that employs approximately
125,000 people worldwide and is principally engaged in the
research, design, development, manufacture, integration and
sustainment of advanced technology systems, products and
services.
For more information about the exchange offer, please contact
the information agent, Georgeson LLC.
Georgeson LLC
(866) 482-4931
LockheedMartinExchange@georgeson.com
Cautionary Statement Regarding Forward Looking
Statements
The forward looking statements contained in this document
involve risks and uncertainties that may affect Lockheed Martin's
and Leidos' operations, markets, products, services, prices and
other factors as discussed in filings with the SEC. These risks and
uncertainties include, but are not limited to, economic,
competitive, legal, governmental and technological factors.
Accordingly, there is no assurance that the expectations of either
company will be realized. This document also contains statements
about Lockheed Martin's agreement to separate its Information
Systems & Global Solutions business segment and combine this
business with Leidos in a Reverse Morris Trust transaction (the
"Transaction"). Many factors could cause actual results to differ
materially from these forward-looking statements with respect to
the Transaction, including risks relating to the completion of the
Transaction on anticipated terms and timing, including obtaining
regulatory approvals, anticipated tax treatment, the value to be
received in the split-off transaction, unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies for
the management, expansion and growth of the new combined company's
operations, Leidos' ability to integrate the businesses
successfully and to achieve anticipated synergies, and the risk
that disruptions from the Transaction will harm Lockheed Martin's
or Leidos' business. While the list of factors presented here is
considered representative, no such list should be considered to be
a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which
could have a material adverse effect on Lockheed Martin's or
Leidos' consolidated financial condition, results of operations or
liquidity. For a discussion identifying additional important
factors that could cause actual results to vary materially from
those anticipated in the forward-looking statements, see Lockheed
Martin's and Leidos' filings with the SEC, including "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and "Risk Factors" in Lockheed Martin's annual report
on Form 10-K for the year ended December 31,
2015 and in Leidos' transition report on Form 10-K for the
11-month period ended January 1, 2016
and quarterly reports on Form 10-Q which are available on the
respective companies' websites at http://www.leidos.com (Leidos)
and http://www.lockheedmartin.com (Lockheed Martin) and at the
SEC's website at http://www.sec.gov. Neither Lockheed
Martin nor Leidos assumes any obligation to provide revisions or
updates to any forward-looking statements should circumstances
change, except as otherwise required by securities and other
applicable laws.
Additional Information and Where to Find It
In
connection with the proposed transaction, Abacus Innovations
Corporation, a wholly-owned subsidiary of Lockheed Martin created
for the transaction ("Abacus"), has filed with the SEC a
registration statement on Form S-4 and Form S-1 containing a
prospectus and Leidos has filed with the SEC a registration
statement on Form S-4 containing a prospectus. Lockheed Martin has
filed a Tender Offer Statement on Schedule TO which more fully
describes the terms and conditions of the exchange offer. INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION
STATEMENTS/PROSPECTUSES AND ANY AMENDMENTS WHEN THEY BECOME
AVAILABLE AS WELL AS ANY OTHER RELEVANT DOCUMENTS, INCLUDING
FILINGS WITH THE SEC INCORPORATED INTO THE REGISTRATION
STATEMENTS/PROSPECTUSES, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PARTIES AND THE PROPOSED TRANSACTION. Investors and
security holders may obtain a free copy of the prospectuses and
other documents filed with the SEC by Lockheed Martin, Abacus and
Leidos at the SEC's website at http://www.sec.gov. Free copies
of these documents and each of the companies' other filings with
the SEC, also may be obtained from the respective companies'
websites at http://www.leidos.com (Leidos) and
http://www.lockheedmartin.com (Lockheed Martin).
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.
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SOURCE Lockheed Martin