BETHESDA, Md., Aug. 22, 2016 /PRNewswire/ -- Lockheed Martin
(NYSE: LMT) announced today a final proration factor of
approximately 8.05 percent for its exchange offer for shares of
Lockheed Martin common stock in connection with the transaction to
separate its Information Systems & Global Solutions (IS&GS)
business segment and merge it with a subsidiary of Leidos Holdings,
Inc. ("Leidos"), which successfully closed on August 16, 2016.
Exchange Offer Final Results
Based on the final count by the exchange agent, a total of
95,518,064 shares of Lockheed Martin common stock were validly
tendered and not properly withdrawn in the exchange offer,
including 1,825,646 shares tendered by stockholders who qualified
for and elected odd-lot treatment. Stockholders who elected odd-lot
treatment were not subject to proration, and their shares were
fully accepted in the exchange offer. All remaining tendered shares
of Lockheed Martin common stock were accepted in the exchange offer
on a pro rata basis using the final proration factor of
approximately 8.05 percent. Shares of Lockheed Martin common stock
that were validly tendered but not accepted for exchange will be
returned to tendering stockholders.
Lockheed Martin offered to exchange all 76,958,918 shares of
common stock of Abacus Innovations Corporation ("Abacus") for
shares of Lockheed Martin common stock accepted in the exchange
offer. Following the closing of the exchange offer, each share of
Abacus common stock was converted into one share of Leidos common
stock. As a result, Lockheed Martin stockholders who tendered their
shares of Lockheed Martin common stock in the exchange offer
received approximately 8.2136 shares of Leidos common stock
(subject to receipt of cash in lieu of fractional shares) for each
share of Lockheed Martin common stock accepted for exchange.
Lockheed Martin was able to accept the maximum of 9,369,694 shares
of Lockheed Martin common stock for exchange in the exchange
offer.
More information about the transaction can be found on Lockheed
Martin's website, www.lockheedmartin.com.
About Lockheed Martin
Headquartered in Bethesda,
Maryland, Lockheed Martin is a global security and aerospace
company that employs approximately 98,000 people worldwide and is
principally engaged in the research, design, development,
manufacture, integration and sustainment of advanced technology
systems, products and services.
Cautionary Statement Regarding Forward Looking
Statements
The forward looking statements contained in this document
involve risks and uncertainties that may affect Lockheed Martin's
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 Lockheed Martin will be
realized. This document also contains statements about the
transaction to separate Lockheed Martin's 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 Transaction, including anticipated
tax treatment, 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 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 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 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 quarterly reports on Form
10-Q which are available on Lockheed Martin's website at
http://www.lockheedmartin.com and at the SEC's website
at http://www.sec.gov. Lockheed Martin does not assume
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.
Logo -
http://photos.prnewswire.com/prnh/20140402/PH96591LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/lockheed-martin-announces-final-proration-factor-of-approximately-805-percent-for-shares-tendered-in-exchange-offer-for-it-and-technical-services-businesses-300316519.html
SOURCE Lockheed Martin