Stockholders Approve PAE’s Definitive Agreement to be Acquired by an Affiliate of Amentum Government Services Holdings LLC
February 10 2022 - 5:01PM
PAE Incorporated (“PAE”) today announced that at a special meeting
of PAE’s stockholders held earlier today (the “Special Meeting”),
its stockholders voted to approve and adopt the previously
announced definitive agreement dated as of October 25, 2021 (the
“Merger Agreement”) in which PAE agreed to be acquired by an
affiliate of Amentum Government Services Holdings LLC. At the
Special Meeting, holders of more than 86% of PAE’s outstanding
common stock voted to approve and adopt the Merger Agreement. With
the stockholder vote complete, all approvals required to complete
the proposed transaction have been received. Subject to the
satisfaction or waiver of the necessary closing conditions, the
proposed transaction is expected to close on or around February 15,
2022.
About PAE
For more than 66 years, PAE has tackled the world’s toughest
challenges to deliver agile and steadfast solutions to the U.S.
government and host government partners. With a global workforce on
seven continents and in approximately 60 countries, PAE delivers a
broad range of operational support services to meet the critical
needs of our clients. Our headquarters is in Falls Church,
Virginia. Find us online at pae.com,
on Facebook, Twitter and LinkedIn.
Forward Looking Statements
This communication 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. When used herein, words such as “anticipate,” “believe,”
“consider,” “continue,” “develop,” “expect,” “further,” “goal,”
“intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,”
“target,” “will,” and variations of such words and similar
expressions as they relate to PAE, its management or the proposed
transaction are often used to identify such statements as
“forward-looking statements.” Such statements reflect the current
views of PAE and its management with respect to future events,
including the proposed transaction, and are subject to certain
risks and uncertainties that may cause timing or actual results to
differ materially from the results expressed in, or implied by,
these forward-looking statements. These risks and uncertainties
include, but are not limited to, the following: (i) conditions to
the closing of the proposed transaction may not be satisfied; (ii)
the proposed transaction may involve unexpected costs, liabilities
or delays; (iii) the business of PAE may suffer as a result of
uncertainty surrounding the proposed transaction; (iv) shareholder
litigation in connection with the proposed transaction may affect
the timing or occurrence of the proposed transaction or result in
significant costs of defense, indemnification and liability; (v)
PAE may be adversely affected by other economic, business, and/or
competitive factors; (vi) the occurrence of any event, change or
other circumstances could give rise to the termination of the
Merger Agreement; (vii) PAE may not be able to recognize the
anticipated benefits of the proposed transaction; (viii) the risk
that the proposed transaction disrupts PAE’s current plans and
operations or diverts management’s or employees’ attention from
ongoing business operations; and (ix) other risks to consummation
of the proposed transaction, including the risk that the proposed
transaction will not be consummated within the expected time period
or at all. Additional factors that may affect the future results of
PAE and the proposed transaction are set forth in filings that PAE
makes with the SEC from time to time, including those listed under
“Risk Factors” in PAE’s Annual Report on Form 10-K for the year
ended December 31, 2020, and filed with the SEC on March 16, 2021,
and amended on May 7, 2021, as updated or supplemented by
subsequent reports that PAE has filed or files with the SEC. You
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they are made.
PAE assumes no obligation to publicly update any forward-looking
statement after it is made, whether as a result of new information,
future events or otherwise, except as required by law.
For media inquiries regarding PAE, contact:
Celso Puente Vice President, Marketing and Communications PAE
240-271-2916Celso.Puente@pae.com
For investor inquiries regarding PAE, contact:
Mark Zindler Vice President, Investor Relations PAE
703-717-6017mark.zindler@pae.com
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