ARLINGTON, Va., Jan. 16, 2015 /PRNewswire/ -- Alliant
Techsystems Inc. ("ATK" or the "Company") (NYSE: ATK) announced
today that its Board of Directors has established February 2, 2015 as the record date for the
previously announced spin-off of its Sporting Group business to ATK
stockholders as a newly formed company named Vista Outdoor Inc.
("Vista Outdoor"). As previously announced, ATK and Orbital
Sciences Corporation ("Orbital") (NYSE: ORB) have entered into a
transaction agreement, whereby ATK's Aerospace and Defense Groups
will merge with Orbital immediately following the spin-off of ATK's
Sporting Group business.
On the closing date, which is expected to be February 9, 2015, ATK stockholders as of the
close of business on February 2,
2015, the record date for the distribution, will receive two
shares of Vista Outdoor common stock for every one share of ATK
common stock they hold on the record date. No action or payment
will be required by ATK stockholders to receive the shares of Vista
Outdoor common stock. ATK stockholders as of the record date will
receive a book-entry account statement reflecting their ownership
of Vista Outdoor common stock or their brokerage account will be
credited with the Vista Outdoor shares. An Information Statement
containing details concerning Vista Outdoor and the proposed
spin-off will be mailed to ATK stockholders prior to the closing
date.
Vista Outdoor common stock is expected to trade on a
"when-issued" basis on the NYSE from January
29, 2015 through February 9,
2015. On the first trading day following the closing, which
is expected to be February 10, 2015,
"regular way" trading of Vista Outdoor common stock under the
symbol "VSTO" will begin.
The spin-off (including the related record date) and the
subsequent merger between ATK's Aerospace and Defense Groups and
Orbital is subject to Orbital stockholders approving the merger and
ATK stockholders approving the issuance of ATK shares to Orbital
stockholders in connection with the merger, and the satisfaction of
customary closing conditions. Additional information concerning
Vista Outdoor and the proposed spin-off is contained in Vista
Outdoor's registration statement on Form 10.
Vista Outdoor will be headquartered in Utah, an outdoor recreation hub for
manufacturers and recreational-equipment suppliers to the outdoor
industry. The company will have approximately 5,800 employees
across the U.S. and internationally. The company's widely known and
respected brands include: Federal Premium, Bushnell, Savage Arms,
BLACKHAWK!, Primos, Final Approach, Uncle Mike's, Hoppe's, RCBS,
Alliant Powder, CCI, Speer, Champion Targets, Gold Tip Arrows,
Weaver Optics, Outers, Bolle, Cebe, and Serengeti.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication
regarding the spin-off and any other statements regarding ATK's
future expectations, beliefs, plans, objectives, financial
conditions, assumptions or future events or performance that are
not historical facts are "forward-looking" statements made within
the meaning of Section 21E of the Securities Exchange Act of 1934.
These statements are often, but not always, made through the use of
words or phrases such as "may," "will," "expected," "intend,"
"estimate," "anticipate," "believe," "project" or "continue" and
similar expressions. All such forward-looking statements involve
estimates and assumptions that are subject to risks, uncertainties
and other factors that could cause actual results to differ
materially from the results expressed in the statements. Among the
key factors that could cause actual results to differ materially
from those projected in the forward-looking statements are the
following: competition in the outdoor sporting market; change in
demand and manufacturing costs of our products; supply,
availability and costs of raw materials and components, including
commodity price fluctuations; risks associated with expansion into
new and adjacent commercial markets; government laws and other
rules and regulations applicable to Vista Outdoor, including
procurement and import-export control; exposure to potential
product liability, warranty liability or personal injury claims and
litigation; our products, including ammunition and firearms, are
subject to extensive regulation; environmental laws that govern
past, current and future practices and rules and regulations;
changes in the regulation of the manufacture, sale and purchase of
firearms and ammunition; security threats, including cybersecurity
and other industrial and physical security threats; the costs and
ultimate outcome of litigation matters and other legal proceedings;
major earthquakes, weather events, cyberattacks, terrorist attacks
or other catastrophic events at any of our facilities; financial
market disruptions or volatility to our customers and vendors;
unanticipated changes in the tax provision or exposure to
additional tax liabilities; costs of servicing our debt, including
cash requirements and interest rate fluctuations; actual pension
and other postretirement plan asset returns and assumptions
regarding future returns, discount rates, service costs, mortality
rates and health care cost trend rates; performance of our
subcontractors; and development of key technologies and retention
of a qualified workforce.
Additional information concerning these and other factors can be
found in ATK's and Vista Outdoor's filings with the Commission,
including ATK's most recent Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, ATK's
registration statement on Form S-4 (declared effective on
December 17, 2014) and Vista
Outdoor's registration statement on Form 10 (which registration
statement has not yet been declared effective). ATK and Vista
Outdoor assume no obligation to update or revise publicly the
information in this communication, whether as a result of new
information, future events or otherwise, except as otherwise
required by law. Readers are cautioned not to place undue reliance
on these forward-looking statements that speak only as of the date
hereof.
Additional Information and Where to Find It
In
connection with the proposed "Morris Trust" transaction between ATK
and Orbital, ATK and Orbital have filed relevant
materials with the SEC. ATK has filed a registration statement on
Form S-4 that includes a joint proxy statement of ATK and Orbital
that also constitutes a prospectus of ATK (declared effective on
December 17, 2014). In addition,
Vista Outdoor filed with the SEC a registration statement on Form
10 (which registration statement has not yet been declared
effective). INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE
JOINT PROXY STATEMENT, FORM 10, REGISTRATION
STATEMENTS/PROSPECTUSES AND ANY OTHER RELEVANT DOCUMENTS FILED OR
TO BE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ATK, ORBITAL, VISTA OUTDOOR AND THE PROPOSED
TRANSACTION. The joint proxy statement, Form 10, registration
statements/prospectuses and other documents relating to the
proposed transaction can be obtained free of charge from the SEC's
website at www.sec.gov. These documents can also be obtained free
of charge from ATK upon written request to ATK by emailing
investor.relations@atk.com or by calling Michael Pici at
703-412-3216 or from Orbital upon written request to Orbital at
investor.relations@orbital.com or by calling Barron Beneski at 703-406-5528.
Participants in Solicitation
This communication is
not a solicitation of a proxy from any investor or securityholder.
ATK, Orbital and certain of their respective directors and
executive officers, however, may be deemed to be participants in
the solicitation of proxies in connection with the proposed
transaction under the rules of the SEC. Information regarding ATK
directors and executive officers may be found in its Annual Report
for the year ended March 31, 2014 on
Form 10-K filed with the SEC on May 23,
2014 and the definitive proxy statement relating to its 2014
Annual Meeting of Stockholders filed with the SEC on June 13, 2014. Information regarding Orbital's
directors and executive officers may be found in its Annual Report
for the year ended December 31, 2013
on Form 10-K filed with the SEC on February
25, 2014 and the definitive proxy statement relating to its
2014 Annual Meeting of Stockholders filed with the SEC on
March 11, 2014. These documents can
be obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants is also included in the joint proxy
statement/prospectus.
Non-Solicitation
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.
About ATK
ATK is an aerospace, defense and outdoor
sports and recreation company with operations in 21 states,
Puerto Rico and internationally.
News and information can be found on the Internet at www.atk.com,
on Facebook at www.facebook.com/atk or on Twitter @ATK.
Media
Contact:
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Investor
Contact:
|
|
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Amanda
Covington
|
Michael
Pici
|
Phone:
703-412-3231
|
Phone:
703-412-3216
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E-mail:
amanda.covington@atk.com
|
E-mail:
michael.pici@atk.com
|
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SOURCE ATK