Aerojet Rocketdyne Holdings, Inc. (NYSE: AJRD) today
announced that it has entered into a definitive agreement to be
acquired by Lockheed Martin Corporation (NYSE: LMT) in an all-cash
transaction with a total equity value of $5.0 billion.
Under the terms of the agreement, which has been unanimously
approved by each company’s Board of Directors, Lockheed Martin will
acquire Aerojet Rocketdyne for $56.00 per share in cash,
representing a premium of approximately 33% to Aerojet Rocketdyne’s
closing stock price on December 18, 2020, and a premium of
approximately 42% to the Company’s volume weighted average stock
price (“VWAP”) for the last 90 trading days.
As part of the transaction, Aerojet Rocketdyne declared a $5.00
per share pre-closing special dividend to holders of its common
shares and convertible senior notes, on an as-converted basis. The
special dividend will be paid on March 24, 2021, to holders of
record as of March 10, 2021. The payment of this special dividend,
unless revoked, will adjust the consideration to be paid by
Lockheed Martin to $51.00 per share at closing.
“We are pleased to bring together our complementary companies in
a transformative transaction that will provide premium cash value
for our stockholders and tremendous benefits for our employees,
customers and partners,” said Eileen P. Drake, CEO and President of
Aerojet Rocketdyne. “Joining Lockheed Martin is a testament to the
world-class organization and team we’ve built and represents a
natural next phase of our evolution. As part of Lockheed Martin, we
will bring our advanced technologies together with their
substantial expertise and resources to accelerate our shared
purpose: enabling the defense of our nation and space exploration.
On behalf of the Aerojet Rocketdyne Board and management team, I’d
like to thank all of our employees for their unwavering dedication
and focus in helping us achieve this great milestone.”
The transaction is expected to close in the second half of 2021
and is subject to the satisfaction of customary closing conditions,
including regulatory approvals and approval by Aerojet Rocketdyne’s
stockholders. A transition team will be formed to allow for a
seamless integration and ensure continuity for customers, employees
and other stakeholders.
Advisors
Citigroup Global Markets Inc. and Evercore were co-lead
financial advisors to Aerojet Rocketdyne. Jenner & Block LLP
acted as M&A counsel and Gibson, Dunn & Crutcher LLP acted
as Securities counsel.
About Aerojet RocketdyneAerojet Rocketdyne, a
subsidiary of Aerojet Rocketdyne Holdings, Inc. (NYSE: AJRD), is a
world-recognized aerospace and defense leader that provides
propulsion systems and energetics to the space, missile defense and
strategic systems, and tactical systems areas, in support of
domestic and international customers. For more information,
visit www.Rocket.com and www.AerojetRocketdyne.com.
Follow Aerojet Rocketdyne and CEO Eileen Drake on Twitter
at @AerojetRdyne and @DrakeEileen.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
In connection with the proposed transaction with Lockheed Martin
Corporation (“Lockheed Martin”), Aerojet Rocketdyne Holdings, Inc.
(the “Company”) will file a proxy statement and other relevant
documents with the Securities and Exchange Commission (the
“Commission” or the “SEC”). The Company’s stockholders are
urged to read the proxy statement (including any amendments or
supplements thereto) and other relevant documents in connection
with the proposed transaction when available because they will
contain important information about the proposed
transaction. Once filed with the SEC, a copy of the proxy
statement and other relevant documents will be available on the
SEC’s website at http://www.sec.gov. In addition, you may obtain
free copies of the proxy statement (when it becomes available) and
the other documents filed by the Company with the Commission by
requesting them in writing from Aerojet Rocketdyne Holdings, Inc.,
Attn: Corporate Secretary, 222 N. Pacific Coast Highway, Suite 500,
El Segundo, California 90245, telephone: (310) 252-8100, or from
the “Investor Relations” section of the Company’s website,
www.rocket.com.
The Company and certain of its directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the Company’s stockholders in connection with the proposed
transaction. Information regarding the Company’s directors and
executive officers, including their ownership of common stock of
the Company, can be found in the Company’s 2020 Annual Meeting
proxy statement filed with the SEC on March 24, 2020. To the extent
ownership of the Company’s securities by its directors and
executive officers has changed since the amounts disclosed in the
2020 Annual Meeting proxy statement, such changes have been or will
be reflected on Initial Statements of Beneficial Ownership on Form
3 and Statements of Changes in Beneficial Ownership on Form 4 filed
with the SEC. You can obtain free copies of these documents on the
SEC’s website or from the Company’s website. Stockholders will be
able to obtain additional information regarding the Company’s
directors and executive officers, including their interests, by
reading the proxy statement and other relevant documents that the
Company will file with the SEC when they become available.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements that
involve risks and uncertainties, including, among other things,
statements regarding our proposed transaction with Lockheed Martin,
payment of the declared dividend, and the expected benefits and
anticipated timing of the proposed transaction. The words
“believe,” “estimate,” “anticipate,” “project,” “intend,” “expect,”
“plan,” “outlook,” “scheduled,” “forecast,” and similar expressions
are intended to identify forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties
and the company cautions you that a number of important factors
could cause actual results to differ materially from the results
reflected in these forward-looking statements.
Such factors include risks and uncertainties specific to this
transaction, including, but not limited to, adverse effects on the
market price of the company's common stock and on the company's
operating results because of failure to complete the transaction
(due to failure to obtain stockholder or regulatory approvals or to
satisfy all of the other conditions to the transaction),
modification, suspension, cancellation or revocation of the special
dividend due to changed circumstances, uncertainties as to the
timing of the consummation of the transaction, failure by the
parties to successfully integrate their respective businesses,
processes and systems in a timely and cost-effective manner,
significant transaction costs, unknown liabilities, the success of
the company’s business following the transaction, potential
litigation relating to the transaction, general economic and
business conditions that affect the company following the
transaction, and other economic, business, competitive and/or
regulatory factors affecting the proposed transaction.
In addition to the factors mentioned above, factors relating to
future financial operating results that could cause actual results
to differ materially from those described herein include, but are
not limited to: the ongoing effects of the COVID-19 pandemic;
reductions, delays or changes in U.S. government spending;
cancellation or material modification of one or more significant
contracts; a significant decrease in the demand for the products we
offer as a result of changing economic conditions or other factors;
failure to secure contracts; actions by competitors offering
similar products; regulatory, legislative and technological
developments that may affect the demand for or costs of our
products; and other factors discussed under "Risk factors" in the
company’s Annual Report on Form 10-K filed on February 19, 2020 and
Quarterly Report on Form 10-Q filed on October 26, 2020, which are
on file with the SEC, and in the Company’s subsequent SEC
filings.
These statements are based on assumptions that may not come
true. All forward-looking disclosure is speculative by its nature,
and investors are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date hereof.
The Company undertakes no obligation to update any of the
forward-looking information included in this communication, whether
as a result of new information, future events, changed expectations
or otherwise.
Aerojet Rocketdyne Media Contacts:Steve Warren:
(703) 650-0278Steven.Warren@rocket.com
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