PAE Announces Closing of Merger With an Affiliate of Amentum Government Services Holdings LLC
16 February 2022 - 1:14AM
PAE Incorporated (“PAE”) today announced the completion of its
acquisition by an affiliate of Amentum Government Services Holdings
LLC for approximately $1.9 billion in cash, including the
assumption of debt and certain fees (the “Merger”). The Merger was
previously announced on October 25, 2021, and PAE’s stockholders
approved the Merger at a special meeting of stockholders held on
February 10, 2022.
PAE Interim President and CEO Charlie Peiffer spoke about the
historical significance of PAE joining forces with Amentum.
“Over the past 66 years, the PAE brand has become recognized for
achieving success through global mission services around the world.
Thanks to our new team at Amentum, we will continue to provide
world-class support to our clients with the best growth
opportunities for our employees. I would like to thank every
employee for their continued commitment to our mission and I’m
looking forward to our future at Amentum.”
As a result of the Merger, PAE common stock and warrants have
ceased trading on, and will be delisted from, the Nasdaq stock
exchange. Trading in PAE common stock and warrants was suspended
prior to the opening of business today. Upon completion of the
Merger, PAE stockholders became entitled to receive $10.05 in cash,
without interest and less applicable withholding taxes, for each
share of PAE common stock they own.
As provided in the Form 8-K filed by PAE with the Securities and
Exchange Commission (the “SEC”) on February 15, 2022, upon the
closing of the Merger, each warrant exercisable for shares of PAE
common stock outstanding immediately prior to the closing was
adjusted as described in the Notice to Holders of Company Warrants
(available as Exhibit 99.3 to such Form 8-K).
About PAEFor 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 all 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, Va. Find us online at
pae.com, on Facebook, Twitter and LinkedIn.
About AmentumAmentum is a premier global
services partner supporting critical programs of national
significance across defense, security, intelligence, energy, and
environment. Amentum draws from a century-old heritage of
operational excellence, mission focus, and successful execution
underpinned by a strong culture of safety and ethics. Headquartered
in Germantown, Md., Amentum employs approximately 57,000 people on
all seven continents. Visit amentum.com to explore how Amentum
delivers excellence for its customers’ most vital missions.
Forward Looking StatementsThis 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 Merger 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 effects of the Merger, 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)
the Merger may involve unexpected costs or liabilities; (ii)
shareholder litigation in connection with the Merger may result in
significant costs of defense, indemnification and liability; (iii)
PAE may be adversely affected by other economic, business, and/or
competitive factors; (iv) the occurrence of any event, change or
other circumstances could give rise to the termination of the
definitive merger agreement with Amentum Government Services
Holdings LLC; (v) PAE may not be able to recognize the anticipated
benefits of the Merger; and (vi) the risk that the Merger disrupts
PAE’s current plans and operations or diverts management’s or
employees’ attention from ongoing business operations. Additional
factors that may affect the future results of PAE and the Merger
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 PuenteVice President, Marketing and
CommunicationsPAE240-271-2916Celso.Puente@pae.com
For media inquiries regarding Amentum,
contact:Christine FuentesVice President, Marketing and
CommunicationsAmentum540-935-9597christine.fuentes@amentum.com
For investor inquiries regarding PAE,
contact:Mark ZindlerVice President, Investor
RelationsPAE703-717-6017mark.zindler@pae.com
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