Q: When will the transaction close?
A: The transaction is expected to close in the first quarter of 2022.
Q: Why choose to sell PAE now?
A: This transaction provides a significant premium over PAEs recent share price and also provides certainty to PAE
stockholders in terms of the amount of consideration they will receive for their shares.
Q: What type of regulatory approvals are
required for the transaction to be completed? What risk do you see that these approvals may not be obtained? Are there any other major closing conditions to be aware of?
A: The consummation of the Merger is subject to, among other things, (1) the adoption of the Merger Agreement by the holders
representing at least a majority of the outstanding Company Common Shares entitled to vote in accordance with the Delaware General Corporation Law, (2) expiration or termination of any waiting periods, or the receipt of consents, applicable to
the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder, certain other specified antitrust laws and under any applicable National Security Law (as defined
in the Merger Agreement), (3) absence of any law or order prohibiting, making illegal or enjoining the consummation of the Merger, (4) accuracy of representations and warranties, subject to specified materiality thresholds, (5) compliance
with covenants and agreements in the Merger Agreement in all material aspects and (6) the absence of a material adverse effect on the Company.
Q: How will this impact guidance for the 2021 year?
A: Given that the transaction is not expected to close until the first quarter of 2022, we do not expect this transaction to impact 2021
guidance.
For more information about PAEs acquisition by Amentum, read Interim President and CEO
Charlie Peiffers message to the workforce on One PAE and PAEs press release at PAE.com.
If you need further guidance about your specific situation, contact your supervisor or HR representative. If youd like your question answered here for
the benefit of the PAE workforce, submit it to PAE Communications and well post it if the information is available.
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. All statements other than statements of historical facts could be forward-looking statements. The words anticipates, believes,
could, designed, estimates, expects, goal, intends, may, plans, projects, pursuing, will, would and
similar expressions (including the negatives thereof) are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.