SAIC and Engility Announce Approval of Merger by Stockholders of Both Companies
January 11 2019 - 3:30PM
Business Wire
Science Applications International Corporation (NYSE: SAIC)
(“SAIC”) and Engility Holdings, Inc (NYSE: EGL) (“Engility”) today
announced that stockholders of each SAIC and Engility
overwhelmingly approved their respective proposals related to the
proposed merger of SAIC and Engility at their respective special
meetings of stockholders earlier today.
More than 98% of the shares voting at the SAIC special meeting
of stockholders voted in favor of the proposal to issue shares of
SAIC common stock to Engility stockholders in connection with the
merger, and more than 99% of the shares voting at the Engility
special meeting of stockholders voted in favor of the proposal to
approve and adopt the merger agreement.
Upon the consummation of the merger, Engility stockholders will
have the right to receive 0.450 shares of SAIC common stock for
each share of Engility common stock, with cash paid in lieu of
fractional shares.
SAIC and Engility expect the closing of the transaction to occur
promptly, subject to the satisfaction of all conditions.
About SAIC
SAIC is a premier technology integrator providing full life
cycle services and solutions in the technical, engineering,
intelligence, and enterprise information technology markets. SAIC
is Redefining Ingenuity through its deep customer and domain
knowledge to enable the delivery of systems engineering and
integration offerings for large, complex projects. SAIC’s more than
15,000 employees are driven by integrity and mission focus to serve
customers in the U.S. federal government. Headquartered in Reston,
Virginia, SAIC has annual revenues of approximately $4.5 billion.
For more information, visit saic.com. For ongoing news, please
visit our newsroom.
About Engility Holdings, Inc.
Engility (NYSE: EGL), a $2 billion technology leader, has
thousands of employees around the world working to make a
difference. Our history of delivering results for the defense,
federal civilian, intelligence and space industries spans more than
60 years. We provide leading-edge solutions and services on Earth,
in space and across cyber by leveraging expertise in systems
engineering & integration, high performance computing,
cybersecurity, readiness & training, enterprise modernization
and mission operations support. To learn more about us, please
visit http://www.engility.com and connect with us on Facebook,
LinkedIn and Twitter.
Forward-Looking Statements
Certain statements in this written communication contain or are
based on “forward-looking” information within the meaning of the
Private Securities Litigation Reform Act of 1995 that involves
risks and uncertainties concerning the proposed transaction between
SAIC and Engility, SAIC’s and Engility’s expected financial
performance, and SAIC’s and Engility’s strategic and operational
plans. In some cases, you can identify forward-looking statements
by words such as “expects,” “intends,” “plans,” “anticipates,”
“believes,” “estimates,” and similar words or phrases.
Forward-looking statements in this written communication include,
among others, statements regarding benefits of the proposed
acquisition (including anticipated future financial operating
performance and results), estimates of future revenues, operating
income, earnings, earnings per share, charges, backlog, outstanding
shares and cash flows, as well as statements about future
dividends, share repurchases and other capital deployment plans.
These statements reflect our belief and assumptions as to future
events that may not prove to be accurate. Actual performance and
results may differ materially from the forward-looking statements
made in this written communication depending on a variety of
factors, including: the possibility that the transaction will not
close or that the closing may be delayed; the risk that Engility
will not be integrated successfully into SAIC following the
consummation of the acquisition and the risk that revenue
opportunities, cost savings, synergies and other anticipated
benefits from the merger may not be fully realized or may take
longer to realize than expected, diversion of management’s
attention from normal daily operations of the business and the
challenges of managing larger and more widespread operations
resulting from the acquisition, difficulties in entering markets in
which we have previously had limited direct prior experience, the
potential loss of customers and other business partners following
announcement of the acquisition, our ability to obtain financing on
anticipated terms, compliance with new bank financial and other
covenants, assumption of the known and unknown liabilities of the
acquired company, recordation of goodwill and nonamortizable
intangible assets subject to regular impairment testing and
potential impairment charges, incurrence of amortization expenses
related to certain intangible assets, assumption that we will enjoy
material future tax benefits acquired in connection with the
acquisition, developments in the U.S. government defense and
intelligence community budgets, including budget reductions,
implementation of spending cuts (sequestration) or changes in
budgetary priorities; delays in the U.S. government budget process
or approval to raise the U.S. debt ceiling; delays in the U.S.
government contract procurement process or the award of contracts;
delays or loss of contracts as result of competitor protests;
changes in U.S. government procurement rules, regulations and
practices; our compliance with various U.S. government and other
government procurement rules and regulations; governmental reviews,
audits and investigations of our company; our ability to
effectively compete and win contracts with the U.S. government and
other customers; our ability to attract, train and retain skilled
employees, including our management team, and to retain and obtain
security clearances for our employees; our ability to accurately
estimate costs associated with our firm-fixed-price and other
contracts; cybersecurity, data security or other security threats,
systems failures or other disruptions of our business; resolution
of legal and other disputes with our customers and others or legal
or regulatory compliance issues, including in relation to the
transaction; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
transaction agreement; our ability to effectively deploy capital
and make investments in our business; our ability to maintain
relationships with prime contractors, subcontractors and joint
venture partners; our ability to manage performance and other risks
related to customer contracts; the adequacy of our insurance
programs designed to protect us from significant product or other
liability claims; our ability to declare future dividends based on
our earnings, financial condition, capital requirements and other
factors, including compliance with applicable laws and contractual
agreements; and our ability to execute our business plan and
long-term management initiatives effectively and to overcome these
and other known and unknown risks that we face. These are only some
of the factors that may affect the forward-looking statements
contained in this written communication. You should be aware that
new factors may emerge from time to time and it is not possible for
us to identify all such factors, nor can we predict the impact of
each such factor on the proposed transaction or the combined
company. For further information concerning risks and uncertainties
associated with our business, please refer to the filings on Form
10-K, 10-Q and 8-K that we or Engility make from time to time with
the SEC, including the “Risk Factors,” “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and
“Legal Proceedings” sections of our and Engility’ Annual Report on
Form 10-K which may be viewed or obtained through the Investor
Relations section of our web site at www.saic.com or Engility’s web
site at www.engility.com.
All information in this written communication is as of the date
hereof. SAIC and Engility expressly disclaims any duty to update
any forward-looking statement provided in this written
communication to reflect subsequent events, actual results or
changes in SAIC’s or Engility’s expectations. SAIC and Engility
also disclaims any duty to comment upon or correct information that
may be contained in reports published by investment analysts or
others.
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version on businesswire.com: https://www.businesswire.com/news/home/20190111005449/en/
SAIC Media Contact:Lauren
Presti703.676.8982lauren.a.presti@saic.com
SAIC Investor Contact:Shane
Canestra703.676.2720shane.p.canestra@saic.com
Engility Media Contact:Scott
Fazekas703-984-5068scott.fazekas@engility.com
Engility Investor ContactDave
Spille703-984-6120dave.spille@engility.com
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