BETHESDA, Md., Dec. 20, 2020 /PRNewswire/ -- Lockheed
Martin Corporation (NYSE: LMT) today announced it has entered into
a definitive agreement to acquire Aerojet Rocketdyne Holdings, Inc.
(NYSE: AJRD) for $56 per share in
cash, which is expected to be reduced to $51 per share after the payment of a pre-closing
special dividend. This represents a post-dividend equity value of
$4.6 billion and a total
transaction value of $4.4 billion
including the assumption of net cash.
As part of approving the transaction, Aerojet Rocketdyne
announced a special cash dividend, revocable at its option through
the payment date, of $5 per share to
its holders of record of common stock and convertible senior notes
(on an as-converted basis) as of the close of business on
March 10, 2021, and payable on
March 24, 2021.
"Acquiring Aerojet Rocketdyne will preserve and strengthen an
essential component of the domestic defense industrial base and
reduce costs for our customers and the American taxpayer," said
James Taiclet, Lockheed Martin
president and CEO. "This transaction enhances Lockheed Martin's
support of critical U.S. and allied security missions and retains
national leadership in space and hypersonic technology. We look
forward to welcoming their talented team and expanding Lockheed
Martin's position as the leading provider of 21st century warfare
solutions."
With 2019 revenue of approximately $2
billion, nearly 5,000 employees, and 15 primary operations
sites across the United States,
Aerojet Rocketdyne is a world-recognized aerospace and defense
rocket engine manufacturer. Aerojet Rocketdyne has deep customer
relationships and significant demand for its innovative
technologies. The proposed acquisition adds substantial expertise
in propulsion to Lockheed Martin's portfolio, and expands on the
solid foundation built by Lockheed Martin and Aerojet Rocketdyne
over many years. Aerojet Rocketdyne's propulsion systems are
already a key component of Lockheed Martin's supply chain and
several advanced systems across its Aeronautics, Missiles and
Fire Control and Space business areas.
The transaction is expected to close in the second half of 2021
and is subject to the satisfaction of customary closing conditions,
including regulatory approvals and approval by Aerojet Rocketdyne's
stockholders. Lockheed Martin has a history of successful
integrations and will work to efficiently deliver the many
strategic and financial benefits of this transaction. A transition
team will be formed to allow for a seamless integration and ensure
continuity for customers, employees and other stakeholders.
Conference Call Information
Lockheed Martin will host
a live webcast on Monday, Dec. 21, at
8:30 a.m. EST to discuss this
transaction. The webcast and relevant financial charts will be
available for download on the Lockheed Martin Investor Relations
website at www.lockheedmartin.com/investor.
About Lockheed Martin
Headquartered in Bethesda, Maryland, Lockheed Martin
Corporation is a global security and aerospace company that employs
approximately 110,000 people worldwide and is principally engaged
in the research, design, development, manufacture, integration and
sustainment of advanced technology systems, products and
services.
Please follow @LMNews on Twitter for the latest
announcements and news across the corporation.
Forward Looking Statements
This news release contains statements that, to the extent they
are not recitations of historical fact, constitute forward-looking
statements within the meaning of the federal securities laws, and
are based on Lockheed Martin's current expectations and
assumptions, including, among other things, statements regarding
the proposed acquisition and the expected benefits of the proposed
acquisition, including expected synergies and costs savings and the
potential for growth and expanded capabilities and customer
relationships as a result of the proposed acquisition; the
anticipated timing of the proposed acquisition and financing of the
proposed acquisition; payment of Aerojet Rocketdyne's special
dividend; the future performance of Lockheed Martin or of Aerojet
Rocketdyne's business if the proposed acquisition is completed; and
future and estimated results of operations and cash flows of
Lockheed Martin. The words "believe," "estimate," "anticipate,"
"project," "intend," "expect," "plan," "outlook," "scheduled,"
"forecast," and similar expressions are intended to identify
forward-looking statements. There can be no assurance that any
transaction or future events will occur as anticipated, if at all,
or that actual results will be as expected. These statements are
not guarantees of future performance and are subject to risks and
uncertainties. Actual results may differ materially due to factors
such as: the failure to obtain, delays in obtaining, or adverse
conditions contained in any required regulatory or other approvals
for consummation of the acquisition, the possibility that Aerojet
Rocketdyne stockholders may not approve the proposed acquisition;
the failure to consummate or a delay in consummating the proposed
acquisition for other reasons; the failure by Lockheed Martin to
obtain any necessary financing on favorable terms or at all;
Lockheed Martin's or Aerojet Rocketdyne's business being disrupted
due to transaction-related uncertainty; the failure to successfully
and timely integrate Aerojet Rocketdyne and realize the expected
synergies, cost savings and other benefits of the acquisition; the
risk of litigation relating to the proposed acquisition;
competitive responses to the proposed acquisition; unexpected
liabilities, costs, charges or expenses resulting from the
acquisition; and potential adverse reactions or changes to business
relationships from the announcement or completion of the
acquisition. These are only some of the factors that may affect the
forward-looking statements contained in this news release. For a
discussion identifying additional important factors that could
cause actual results to differ materially from those anticipated in
the forward-looking statements, see Lockheed Martin's filings with
the U.S. Securities and Exchange Commission ("SEC") including, but
not limited to, the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Risk Factors"
in its Annual Report on Form 10-K for the year ended Dec. 31, 2019 and subsequent quarterly reports on
Form 10-Q. Lockheed Martin's filings may be accessed through the
investor relations section of its website at www.lockheedmartin.com
or through the website maintained by the SEC at www.sec.gov. Except
where required by applicable law, Lockheed Martin expressly
disclaims a duty to provide updates to forward-looking statements
after the date of this news release to reflect subsequent events,
changed circumstances, changes in expectations, or the estimates
and assumptions associated with them. The forward-looking
statements in this news release are intended to be subject to the
safe harbor protection provided by the federal securities laws.
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SOURCE Lockheed Martin