RESTON, Va., Aug. 8, 2016 /PRNewswire/ -- Leidos
Holdings, Inc. (NYSE: LDOS) announced that, based on preliminary
results, its shareholders overwhelmingly approved the issuance of
shares of Leidos common stock necessary to complete the previously
announced combination of Lockheed Martin's Information Systems
& Global Solutions (IS&GS) business with Leidos in a
Reverse Morris Trust transaction. The transaction is still subject
to customary closing conditions. The merger is expected to be
completed on or about August 16,
2016. Additionally, Leidos shareholders also voted to elect
nine members of the Board of Directors and supported Board
recommendations on Leidos' auditor, the advisory vote on executive
compensation, and the advisory vote on transaction-related
executive compensation.
Based on preliminary results, all Leidos Directors standing for
election were re-elected to the Board:
- David G. Fubini
- Miriam E. John
- John P. Jumper
- Harry M.J. Kraemer, Jr.
- Roger A. Krone
- Gary S. May
- Lawrence C. Nussdorf
- Robert S. Shapard
- Noel B. Williams
Final voting tallies from this year's annual meeting are subject
to certification by Leidos' inspector of elections, and will be
included in Leidos' report to be filed with the Securities and
Exchange Commission within a week.
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 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), 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 web site 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 and Form 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. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
REGISTRATION STATEMENTS/PROSPECTUSES 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 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,
may also 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.