Company Website:
http://saic.com
RESTON, Va. & CHANTILLY, Va. -- (Business Wire)
Science Applications International Corporation (“SAIC”) (NYSE: SAIC)
announced today that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “Act”) with respect
to the proposed acquisition of Engility Holdings, Inc. (“Engility”) by
SAIC has expired. The expiration of the waiting period occurred at 11:59
p.m. EST on October 22, 2018.
The expiration of the Act’s waiting period satisfies one of the
conditions to closing of the proposed merger, which remains subject to
other closing conditions in the Agreement and Plan of Merger, dated as
of September 9, 2018, by and among SAIC, Engility, and Raptors Merger
Sub, Inc.
About SAIC
SAIC (NYSE: SAIC) is a technology integrator, primarily supporting the
government services market. SAIC provides technology and engineering
solutions, specializing in information technology, platform integration,
training and simulation, intelligence, and mission expertise. For
additional information about SAIC, please visit www.saic.com.
About Engility
Engility (NYSE: EGL), a $2 billion technology leader, has thousands of
employees around the world working to make a difference. Our history of
delivering results for the defense, federal civilian, intelligence and
space industries spans more than 60 years. We provide leading-edge
solutions and services on Earth, in space and across cyber by leveraging
expertise in systems engineering & integration, high performance
computing, cybersecurity, readiness & training, enterprise modernization
and mission operations support. To learn more about us, please visit www.engility.com
and connect with us on Facebook, LinkedIn and Twitter.
No Offer or Solicitation
This communication is for informational purposes only and not intended
to and does not constitute an offer to subscribe for, buy or sell, the
solicitation of an offer to subscribe for, buy or sell or an invitation
to subscribe for, buy or sell any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to or in connection with
the proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with applicable law.
Additional Information and Where to Find It
In connection with the proposed acquisition of Engility, SAIC has filed
a preliminary registration statement on Form S-4 with the SEC on October
18, 2018 to register the shares of SAIC common stock to be issued in
connection with the merger. The preliminary registration statement
includes a preliminary joint proxy statement/prospectus. The definitive
joint proxy statement/prospectus, when available, will be sent to the
shareholders of SAIC and Engility seeking their approval of the proposed
transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED
WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN
IMPORTANT INFORMATION ABOUT SAIC, ENGILITY, AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these documents free
of charge through the website maintained by the SEC at www.sec.gov
or from SAIC at its website, www.saic.com,
or from Engility at its website, www.engility.com.
Participants in Solicitation
SAIC, Engility, and their respective directors, executive officers, and
other employees may be deemed to be participants in the solicitation of
proxies from the stockholders of SAIC and Engility in connection with
the proposed transaction. Information about SAIC’s executive officers
and directors is set forth in its Annual Report on Form 10- K, which was
filed with the SEC on March 29, 2018 and its proxy statement for its
2018 annual meeting of stockholders, which was filed with the SEC on
April 25, 2018. Information about Engility’s executive officers and
directors is set forth in its Annual Report on Form 10-K, which was
filed with the SEC on March 2, 2018, and the proxy statement for its
2018 annual meeting of stockholders, which was filed with the SEC on
April 13, 2018.
Investors may obtain more detailed information regarding the direct and
indirect interests of SAIC, Engility, and their respective executive
officers and directors in the transaction by reading the preliminary and
definitive joint proxy statement/prospectus regarding the transaction,
which will be filed with the SEC.
Forward-Looking Statements
Certain statements in this written communication contain or are based on
“forward-looking” information within the meaning of the Private
Securities Litigation Reform Act of 1995 that involves risks and
uncertainties concerning the proposed transaction between SAIC and
Engility, SAIC’s and Engility’s expected financial performance, and
SAIC’s and Engility’s strategic and operational plans. In some cases,
you can identify forward-looking statements by words such as “expects,”
“intends,” “plans,” “anticipates,” “believes,” “estimates,” and similar
words or phrases. Forward- looking statements in this written
communication include, among others, statements regarding benefits of
the proposed acquisition (including anticipated future financial
operating performance and results), estimates of future revenues,
operating income, earnings, earnings per share, charges, backlog,
outstanding shares and cash flows, as well as statements about future
dividends, share repurchases and other capital deployment plans. These
statements reflect our belief and assumptions as to future events that
may not prove to be accurate. Actual performance and results may differ
materially from the forward-looking statements made in this written
communication depending on a variety of factors, including: the
possibility that the transaction will not close or that the closing may
be delayed; the possibility that SAIC or Engility may be unable to
obtain stockholder approval as required for the transaction or that the
other conditions to the closing of the transaction may not be satisfied;
the risk that Engility will not be integrated successfully into SAIC
following the consummation of the acquisition and the risk that revenue
opportunities, cost savings, synergies and other anticipated benefits
from the merger may not be fully realized or may take longer to realize
than expected, diversion of management’s attention from normal daily
operations of the business and the challenges of managing larger and
more widespread operations resulting from the acquisition, difficulties
in entering markets in which we have previously had limited direct prior
experience, the potential loss of customers and other business partners
following announcement of the acquisition, our ability to obtain
financing on anticipated terms, compliance with new bank financial and
other covenants, assumption of the known and unknown liabilities of the
acquired company, recordation of goodwill and nonamortizable intangible
assets subject to regular impairment testing and potential impairment
charges, incurrence of amortization expenses related to certain
intangible assets, assumption that we will enjoy material future tax
benefits acquired in connection with the acquisition, developments in
the U.S. government defense and intelligence community budgets,
including budget reductions, implementation of spending cuts
(sequestration) or changes in budgetary priorities; delays in the
U.S. government budget process or approval to raise the U.S. debt
ceiling; delays in the U.S. government contract procurement process or
the award of contracts; delays or loss of contracts as result of
competitor protests; changes in U.S. government procurement rules,
regulations and practices; our compliance with various U.S. government
and other government procurement rules and regulations; governmental
reviews, audits and investigations of our company; our ability to
effectively compete and win contracts with the U.S. government and other
customers; our ability to attract, train and retain skilled employees,
including our management team, and to retain and obtain security
clearances for our employees; our ability to accurately estimate costs
associated with our firm-fixed-price and other contracts; cybersecurity,
data security or other security threats, systems failures or other
disruptions of our business; resolution of legal and other disputes with
our customers and others or legal or regulatory compliance issues,
including in relation to the transaction; the occurrence of any event,
change or other circumstances that could give rise to the termination of
the transaction agreement; our ability to effectively deploy capital and
make investments in our business; our ability to maintain relationships
with prime contractors, subcontractors and joint venture partners; our
ability to manage performance and other risks related to customer
contracts; the adequacy of our insurance programs designed to protect us
from significant product or other liability claims; our ability to
declare future dividends based on our earnings, financial condition,
capital requirements and other factors, including compliance with
applicable laws and contractual agreements; and our ability to execute
our business plan and long- term management initiatives effectively and
to overcome these and other known and unknown risks that we face.
These are only some of the factors that may affect the forward-looking
statements contained in this written communication. You should be aware
that new factors may emerge from time to time and it is not possible for
us to identify all such factors, nor can we predict the impact of each
such factor on the proposed transaction or the combined company. For
further information concerning risks and uncertainties associated with
our business, please refer to the filings on Form 10-K, 10-Q and 8-K
that we or Engility make from time to time with the SEC, including the
“Risk Factors,” “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and “Legal Proceedings” sections of
our and Engility’s Annual Report on Form 10-K which may be viewed or
obtained through the Investor Relations section of our web site at www.investors.saic.com
or Engility’s web site at www.engility.com.
All information in this written communication is as of the date hereof.
SAIC and Engility expressly disclaims any duty to update any
forward-looking statement provided in this written communication to
reflect subsequent events, actual results or changes in SAIC’s or
Engility’s expectations. SAIC and Engility also disclaims any duty to
comment upon or correct information that may be contained in reports
published by investment analysts or others.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181023006178/en/
Contacts:
SAIC Media:
Lauren
Presti, 703-676-8982
Lauren.A.Presti@saic.com
or
Engility
Media:
Scott Fazekas, 703-984-5068
Scott.Fazekas@engility.com
Source: Science Applications International Corporation and Engility
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