Northrop Grumman to Acquire Orbital ATK for $9.2 Billion
(Thomson Reuters ONE) -
* Combination enhances capabilities, innovation and competition for customers
* Meaningful shareholder value creation opportunity driven by strategic fit,
revenue synergies from new opportunities, and cost savings
* Expected to be accretive to EPS and FCF per share in first full year;
estimated annual cost savings of $150 million by 2020
* Strong combined cash flow generation supports financial flexibility and
continued execution of capital deployment strategy
* Conference call scheduled for Monday, Sept. 18, at 8:30 a.m. Eastern Time
FALLS CHURCH Va. and DULLES, Va., Sept. 18, 2017 (GLOBE NEWSWIRE) -- Northrop
Grumman Corporation (NYSE:NOC), a leading global security company, and Orbital
ATK, Inc. (NYSE:OA), a global leader in aerospace and defense technologies,
today announced they have entered into a definitive agreement under which
Northrop Grumman will acquire Orbital ATK for approximately $7.8 billion in
cash, plus the assumption of $1.4 billion in net debt. Orbital ATK shareholders
will receive all-cash consideration of $134.50 per share. The agreement has been
approved unanimously by the Boards of Directors of both companies. The
transaction is expected to close in the first half of 2018 and is subject to
customary closing conditions, including regulatory and Orbital ATK shareholder
approval.
"The acquisition of Orbital ATK is an exciting strategic step as we continue to
invest for profitable growth. Through our combination, customers will benefit
from expanded capabilities, accelerated innovation and greater competition in
critical global security domains. Our complementary portfolios and technology-
focused cultures will yield significant value creation through revenue synergies
associated with new opportunities, cost savings, operational synergies, and
enhanced growth. We look forward to welcoming Orbital ATK's talented employees
to Northrop Grumman, and believe our combined strength will benefit our
customers and shareholders," said Wes Bush, chairman, chief executive officer
and president of Northrop Grumman.
"We are very pleased to announce this agreement with Northrop Grumman. It
reflects the tremendous value Orbital ATK has generated for our customers,
shareholders and employees. The unique alignment in culture and mission offered
by this transaction will allow us to maintain strong operational performance on
existing programs while we pursue new opportunities that require the enhanced
technical and financial resources of a larger organization. Our employees will
also benefit from greater development and career opportunities as members of a
larger, more diverse aerospace and defense enterprise. We will remain focused on
operational excellence and execution during and after the transition into
Northrop Grumman," said David Thompson, president and chief executive officer of
Orbital ATK.
Upon completion of the acquisition, Northrop Grumman plans to establish Orbital
ATK as a new, fourth business sector to ensure a strong focus on operating
performance and a smooth transition into Northrop Grumman. On a pro forma 2017
basis, Northrop Grumman expects to have sales in the range of $29.5 to $30
billion based on current guidance. Northrop Grumman expects the transaction to
be accretive to earnings per share and free cash flow per share in the first
full year after the transaction closes, and to generate estimated annual pre-tax
cost savings of $150 million by 2020.
Northrop Grumman has received fully committed debt financing and expects to put
in place permanent financing prior to closing. Northrop Grumman remains
committed to maintaining a solid investment grade credit rating and will use its
strong cash flow to support debt reduction, while continuing to pay a
competitive dividend and repurchase shares.
Perella Weinberg Partners LP is acting as exclusive financial advisor to
Northrop Grumman and Cravath, Swaine & Moore LLP is acting as legal counsel.
Citigroup is acting as exclusive financial advisor to Orbital ATK and Hogan
Lovells US LLP is acting as legal counsel.
Northrop Grumman will hold a conference call to discuss the transaction
beginning at 8:30 a.m. Eastern Time on Monday, Sept. 18. Participants should
call (877) 600-7013 at least 15 minutes prior to the scheduled start. A link to
the webcast and an investor presentation can be found on the Investor Relations
pages of Northrop Grumman and Orbital ATK websites
at http://investor.northropgrumman.com and www.orbitalatk.com/investors. For
those who cannot participate in this call, it will be archived on the Northrop
Grumman Investor Relations page for a limited time. It will also be recorded and
available for replay by phone Monday, Sept. 18, 2017, 11:30 a.m. Eastern time
through Monday, Oct. 2, 2017, 11:59 p.m. Eastern time, by calling
1-855-859-2056 (domestic) or 1-404-537-3406 (international). Please use
conference ID 87599583.
Northrop Grumman is a leading global security company providing innovative
systems, products and solutions in autonomous systems, cyber, C4ISR, strike, and
logistics and modernization to customers worldwide. For more information,
visit www.northropgrumman.com.
Orbital ATK is a global leader in aerospace and defense technologies. The
company designs, builds and delivers space, defense and aviation systems for
customers around the world, both as a prime contractor and merchant supplier.
Its main products include launch vehicles and related propulsion systems;
missile products, subsystems and defense electronics; precision weapons,
armament systems and ammunition; satellites and associated space components and
services; and advanced aerospace structures. For more information,
visit www.orbitalatk.com.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain statements, other than statements of historical
fact that constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Words such as "expect,"
"intend," "may," "could," "plan," "project," "forecast," "believe," "estimate,"
"outlook," "anticipate," "trends," "goals" and similar expressions generally
identify these forward-looking statements. Forward-looking statements include,
among other things, statements relating to Northrop Grumman's future financial
condition, results of operations and/or cash flows, expected benefits of the
proposed acquisition, the timing of the proposed acquisition and financing the
proposed acquisition. Forward-looking statements are based upon assumptions,
expectations, plans and projections that Northrop Grumman and Orbital ATK
believe to be reasonable when made, but which may change over time. These
statements are not guarantees of future performance and inherently involve a
wide range of risks and uncertainties that are difficult to predict. Specific
risks that could cause actual results to differ materially from those expressed
or implied in these forward-looking statements include, but are not limited to:
those discussed in this communication, those identified under "Risk Factors" and
other important factors disclosed in Northrop Grumman's Annual Report on Form
10-K and from time to time in Northrop Grumman's other filings with the SEC; the
possibility that Orbital ATK stockholders may not approve the proposed
acquisition; the possibility that the closing conditions of the proposed
acquisition may not be satisfied; the possibility that regulatory approvals
required for the proposed acquisition may not be obtained on acceptable terms,
on the anticipated schedule, or at all; the possibility that long-term financing
for the proposed acquisition may not be available on favorable terms, or at all;
the risk that closing of the proposed acquisition may not occur or may be
delayed, either as a result of litigation or otherwise; the occurrence of an
event that could give rise to termination of the proposed acquisition; the risk
that stockholder litigation in connection with the proposed acquisition may
affect the timing or occurrence of the proposed acquisition or result in
significant costs of defense, indemnification and liability; the possibility
that anticipated benefits of the proposed acquisition may not be realized or may
take longer to realize than expected; the possibility that costs related to
Northrop Grumman's integration of Orbital ATK's operations may be greater than
expected and/or that revenues following the proposed acquisition may be lower
than expected; the effect of the transaction on the ability of Northrop Grumman
and Orbital ATK to retain customers and retain and hire key personnel and
maintain relationships with their suppliers and customers, including the U.S.
Government; responses from customers and competitors to the proposed
acquisition; the possibility that Northrop Grumman's business or Orbital ATK's
business may be disrupted due to transaction-related uncertainty; the risk that
the proposed acquisition may distract Northrop Grumman's management from other
important matters; the impact of legislative, regulatory and competitive
changes; results from the proposed acquisition different than those anticipated;
and the other risks and uncertainties detailed in Orbital ATK's filings,
including its Annual Report on Form 10-K, with the SEC.
You are urged to consider the limitations on, and risks associated with,
forward-looking statements and not unduly rely on the forward-looking statements
including the accuracy thereof. Forward-looking statements are based on
information, plans and estimates as of the date they are made and there may be
other factors that may cause actual results to differ materially from these
forward-looking statements. Neither Northrop Grumman nor Orbital ATK undertake
any obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, subsequent events or otherwise, except
as required by applicable law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the
proposed acquisition of Orbital ATK by Northrop Grumman. In connection with the
proposed acquisition, Orbital ATK intends to file relevant materials with the
SEC, including a proxy statement in preliminary and definitive form. Following
the filing of a definitive proxy statement with the SEC, Orbital ATK will mail
the definitive proxy statement and a proxy card to each stockholder entitled to
vote at the special meeting relating to the proposed acquisition. Stockholders
of Orbital ATK are urged to read these materials (including any amendments or
supplements thereto) and any other relevant documents Orbital ATK will file with
the SEC in connection with the proposed acquisition when such documents become
available, including Orbital ATK's definitive proxy statement, because they will
contain important information about the proposed acquisition. Investors and
security holders are able to obtain the documents (once available) free of
charge at the SEC's web site, http://www.sec.gov, and from Orbital ATK by going
to its investor relations web site at www.orbitalatk.com/investors. Such
documents are not currently available.
Participants in Solicitation
Northrop Grumman and its directors and executive officers, and Orbital ATK and
its directors and executive officers, may be deemed to be participants in the
solicitation of proxies from the holders of Orbital ATK shares of common stock
in respect of the proposed acquisition. Information about the directors and
executive officers of Northrop Grumman is set forth in the proxy statement for
Northrop Grumman's 2017 Annual Meeting of Shareholders, which was filed with the
SEC on March 31, 2017. Information about the directors and executive officers
of Orbital ATK is set forth in the proxy statement for Orbital ATK's 2017 Annual
Meeting of Stockholders, which was filed with the SEC on June 23, 2017.
Information regarding the identity of the potential participants, and their
direct or indirect interests in the proposed acquisition, by security holdings
or otherwise, will be set forth in the proxy statement and other materials to be
filed with the SEC in connection with the proposed acquisition.
Northrop Grumman contacts:
Tim Paynter (Media)
703-280-2720
Steve Movius (Investors)
703-280-4575
Orbital ATK contact:
Barron Beneski (Media & Investors)
703-406-5528
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Northrop Grumman Corp. via GlobeNewswire
Datum: 18.09.2017 - 12:44 Uhr
Sprache: Deutsch
News-ID 560250
Anzahl Zeichen: 14084
contact information:
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 155 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Northrop Grumman to Acquire Orbital ATK for $9.2 Billion"
steht unter der journalistisch-redaktionellen Verantwortung von
Northrop Grumman Corp. (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
