PAE Incorporated today announced the expiration of the “go-shop”
period under the terms of the previously announced definitive
agreement dated as of October 25, 2021 (the “Merger Agreement”) in
which it agreed to be acquired by an affiliate of Amentum
Government Services Holdings LLC (“Amentum”) in an all-cash
transaction valued at approximately $1.9 billion, including the
assumption of debt and certain fees (the “Merger”). The go-shop
period expired at 12:01 a.m. on November 29, 2021.
Pursuant to the Merger Agreement, at the
direction of the company’s board of directors (the “Board”),
representatives of Morgan Stanley & Co. LLC, the company’s
financial advisor, contacted and sought to engage in discussions
regarding alternative acquisition proposals with potentially
interested third parties. The company did not receive an
alternative acquisition proposal from any third party that
constitutes a Company Acquisition Proposal (as defined in the
Merger Agreement).
The Merger is expected to close in the first
quarter of 2022, subject to customary closing conditions, including
approval by PAE shareholders and receipt of regulatory approvals.
Upon completion of the Merger, PAE common stock will no longer be
listed on any public market.
AdvisorsMorgan Stanley &
Co. LLC is acting as financial advisor to PAE; Morgan Stanley &
Co. LLC and Raymond James & Associates, Inc. each provided
fairness opinions to the Board in connection with the Merger.
Goodwin Procter LLP, Morgan, Lewis & Bockius LLP and Nichols
Liu LLP are serving as legal advisors to PAE. Cravath, Swaine &
Moore LLP acted as legal counsel to Amentum and Arnold & Porter
Kaye Scholer LLP acted as regulatory and government contracts
counsel to Amentum.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 of about 20,000 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,
Virginia. Find us online at pae.com, on Facebook, Twitter and
LinkedIn.
About AmentumAmentum is a
premier global technical and engineering 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,
Maryland, Amentum employs more than 34,000 people in all 50 states
and performs work in 105 foreign countries and territories. 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 “address,” “anticipate,” “believe,”
“consider,” “continue,” “develop,” “estimate,” “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 the Company and its management with respect to future
events, including the proposed transaction, and are subject to
certain risks and uncertainties that may cause 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) PAE may be
unable to obtain stockholder approval as required for the proposed
transaction; (ii) other conditions to the closing of the proposed
transaction may not be satisfied, including that a governmental
entity may prohibit, delay or refuse to grant a necessary
regulatory approval; (iii) the proposed transaction may involve
unexpected costs, liabilities or delays; (iv) the business of PAE
may suffer as a result of uncertainty surrounding the proposed
transaction; (v) 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; (vi) PAE may be adversely affected
by other economic, business, and/or competitive factors; (vii) the
occurrence of any event, change or other circumstances could give
rise to the termination of the definitive merger agreement with
affiliates of Amentum; (viii) PAE’s ability to recognize the
anticipated benefits of the proposed transaction; (ix) the risk
that the proposed transaction disrupts PAE’s current plans and
operations or diverts management’s or employees’ attention from
ongoing business operations; (x) the risk of potential difficulties
with PAE’s ability to retain and hire key personnel and maintain
relationships with suppliers and other third parties as a result of
the proposed transaction; and (xi) 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.
Important Information for Investors and
Where to Find ItThis communication may be deemed to be
solicitation material in respect of the proposed acquisition of PAE
by an affiliate of Amentum. In connection with the proposed
transaction, PAE intends to file relevant materials with the SEC,
including a proxy statement in preliminary and definitive form, in
connection with the solicitation of proxies from PAE’s shareholders
for the proposed transaction. The proxy statement will contain
important information about the proposed transaction and related
matters. BEFORE MAKING A VOTING DECISION, SHAREHOLDERS OF PAE ARE
URGED TO READ THE PROXY STATEMENT, AND OTHER RELEVANT DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PAE, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Shareholders may obtain free
copies of the proxy statement and other documents (when available)
that PAE files with the SEC through the website maintained by the
SEC at www.sec.gov. Copies of the documents filed with the SEC by
PAE will also be available free of charge on PAE’s investor
relations website at www.investors.pae.com or by contacting PAE’s
Investor Relations Department.
Participants in the
SolicitationPAE and certain of its directors, executive
officers and employees may be deemed to be participants in the
solicitation of proxies from PAE’s stockholders in connection with
the proposed transaction. Information regarding the ownership of
PAE securities by PAE’s directors and executive officers is
included in their SEC filings on Forms 3, 4 and 5, and additional
information about PAE’s directors and executive officers is also
available in PAE’s proxy statement for its 2021 annual meeting of
stockholders filed with the SEC on April 30, 2021, and is
supplemented by other filings made, and to be made, with the SEC by
PAE. Additional information regarding persons who may be deemed
participants in the solicitation of proxies from PAE’s stockholders
in connection with the proposed transaction, including a
description of their respective direct or indirect interests, by
security holdings or otherwise, will be included in the proxy
statement described above when it is filed with the SEC. These
documents are or will be available free of charge as described
above.
For media inquiries regarding PAE, contact:
Celso PuenteVice President, Marketing and
CommunicationsPAE240-271-2916 Celso.Puente@pae.com
For investor inquiries regarding PAE,
contact:Mark ZindlerVice President, Investor
RelationsPAE703-717-6017mark.zindler@pae.com
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