RESTON, Va., Aug. 4, 2016 /PRNewswire/ -- Leidos Holdings,
Inc. (NYSE: LDOS) announced today that its Board of Directors has
declared a special cash dividend of $13.64 per outstanding share of Leidos common
stock. The dividend, totaling an aggregate payment of
approximately $1.0 billion based on
the current number of shares outstanding, is conditioned on the
consummation of the previously announced combination of Lockheed
Martin's realigned Information Systems & Global Solutions
business (IS&GS) with Leidos in a Reverse Morris Trust
transaction. The special dividend is expected to be paid on
or about August 22, 2016 to Leidos
stockholders of record as of the close of business on August 15, 2016. It is currently expected
that Leidos common stock will trade "ex-dividend" on the New York
Stock Exchange on August 17, 2016,
the trading day immediately following the anticipated closing date
of the IS&GS transaction. Stockholders of record on the
record date who sell their shares prior to the ex-dividend date
will not receive the special cash dividend.
The special dividend will be funded with cash on hand and
borrowings under a previously announced new term loan and revolving
credit facility to be entered into by Leidos prior to the closing
of the IS&GS transaction.
The U.S. federal income tax treatment of holding common stock to
any particular stockholder will depend on the stockholder's
particular tax circumstances. Leidos' stockholders are urged to
consult their tax advisor regarding the U.S. federal, state, local
and foreign income and other tax consequences to them, in light of
their particular investment or tax circumstances, of the receipt of
the special dividend.
About Leidos
Leidos is a science and technology solutions leader working to
address some of the world's toughest challenges in national
security, health and infrastructure. The Company's 18,000 employees
support vital missions for government and commercial customers,
develop innovative solutions to drive better outcomes and defend
our digital and physical infrastructure from 'new world' threats.
Headquartered in Reston, Virginia,
Leidos reported annual revenues of approximately $5.09 billion for the 12 months ended
January 1, 2016. For more
information, visit www.Leidos.com.
Cautionary Statement Regarding Forward Looking
Statements
The forward looking statements contained in this document
involve risks and uncertainties that may affect Leidos Holdings,
Inc.'s ("Leidos") operations, markets, products, services, prices
and other factors as discussed in filings with the Securities and
Exchange Commission (the "SEC"). These risks and uncertainties
include, but are not limited to, economic, competitive, legal,
governmental and technological factors. Accordingly, there is no
assurance that the expectations of Leidos will be realized. This
document also contains statements about the proposed business
combination transaction between Leidos and Lockheed Martin
Corporation ("Lockheed Martin"), in which Lockheed Martin will
separate a substantial portion of its government information
technology infrastructure services business and its technical
services business, which have been realigned in the Information
Systems & Global Solutions (IS&GS) business segment, and
combine this business with Leidos in a Reverse Morris Trust
transaction (the "Transaction"). Many factors could cause actual
results to differ materially from these forward-looking statements
with respect to the Transaction, including risks relating to the
completion of the transaction on anticipated terms and timing,
including obtaining stockholder and regulatory approvals,
anticipated tax treatment, the dependency of any split-off
transaction on market conditions and the value to be received in
any split-off transaction, unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses, future
prospects, business and management strategies for the management,
expansion and growth of the new combined company's operations,
Leidos' ability to integrate the businesses successfully and to
achieve anticipated synergies, and the risk that disruptions from
the Transaction will harm Leidos' business. While the list of
factors presented here is considered representative, no such list
should be considered to be a complete statement of all potential
risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material adverse effect on
Leidos' consolidated financial condition, results of operations or
liquidity. For a discussion identifying additional important
factors that could cause actual results to vary materially from
those anticipated in the forward-looking statements, see Leidos'
filings with the SEC, including the prospectus included in
the registration statement on Form S-4, the prospectus filed by
Leidos pursuant to Rule 424(b)(3), Leidos' definitive proxy
statement for its annual meeting of stockholders, as well as
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Risk Factors" in Leidos' annual report
on Form 10-K for the period ended January 1,
2016, its Quarterly Reports filed on Form 10-Q, and such
other filings that Leidos makes with the SEC from time to time,
which are available at http://www.Leidos.com and at the SEC's
website at http://www.sec.gov. Leidos assumes no obligation to
provide revisions or updates to any forward-looking statements
should circumstances change, except as otherwise required by
securities and other applicable laws.
Additional Information and Where to Find It
In connection with the proposed transaction, Abacus Innovations
Corporation, a wholly-owned subsidiary of Lockheed Martin created
for the Transaction ("Splitco"), has filed with the SEC, and the
SEC declared effective on July 11,
2016, a registration statement on Form S-4/S-1 containing a
prospectus, and Leidos has filed with the SEC, and the SEC declared
effective on July 11, 2016, a
registration statement on Form S-4 containing a prospectus, and
Leidos has filed with the SEC a definitive proxy statement on
Schedule 14A. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ
THE REGISTRATION STATEMENTS/PROSPECTUSES AND PROXY STATEMENT AS
WELL AS ANY OTHER RELEVANT DOCUMENTS, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PARTIES AND THE PROPOSED
TRANSACTION. Investors and security holders may obtain a free copy
of the prospectuses and proxy statement and other documents filed
with the SEC by Lockheed Martin, Splitco and Leidos at the SEC's
website at http://www.sec.gov. Free copies of these documents and
each of the companies' other filings with the SEC, also may be
obtained from Leidos' website at http://www.Leidos.com.
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.
Media Contact:
Melissa Koskovich
571.526.6850
koskovichm@leidos.com
Investor Relations:
Kelly P.
Hernandez
571.526.6404
kelly.p.hernandez@leidos.com
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SOURCE Leidos Holdings, Inc.