Leonardo DRS, Inc. (NYSE:DRS)
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From Jan 2020 to Jan 2025
DRS Technologies, Inc. (NYSE: DRS) announced today that, as a result of
the anticipated consummation of the merger with Finmeccanica S.p.A.
(FNC.MI), DRS Technologies’ 2% Convertible
Senior Notes due 2026 (the “Notes”)
have become convertible.
As announced on May 12, 2008, Finmeccanica and DRS Technologies jointly
signed a definitive merger agreement for Finmeccanica to acquire all of
the outstanding stock of DRS Technologies for $81.00 per share in cash
in a transaction with an enterprise value of approximately $5.2 billion.
Consummation of the merger remains subject to customary closing
conditions, including clearance from United States government bodies
responsible for national security reviews for foreign acquisitions.
DRS Technologies today gave notice to the holders of the Notes that a “Fundamental
Change” (as defined in the indenture governing
the Notes) would occur upon the consummation of the merger and that the
holders may surrender their Notes for conversion at any time up until
the “Fundamental Change Purchase Date.”
In accordance with the indenture, DRS Technologies will notify holders
of the Fundamental Change Purchase Date no later than 30 days after the
effective date of the merger.
Notes that are surrendered for conversion will be converted into the
right to receive cash, less any applicable withholding taxes, and, if
applicable, shares of common stock of DRS Technologies in accordance
with the indenture (the “Settlement Amount”).
However, any Settlement Amount that is due from and after the effective
time of the merger will be paid solely in cash, less any applicable
withholding taxes, and will not include any shares of common stock of
DRS Technologies. Holders that convert their Notes after the effective
date of the merger in some circumstances may be entitled to an increased
conversion rate, as explained in the notice to holders. Under no
circumstances will holders that convert their Notes prior to the
effective date of the merger be entitled to an increased conversion rate.
This press release is being issued as required pursuant to Section
12.1(a) of the Indenture. Holders of the Notes should read carefully the
notice sent by the Company today regarding the anticipated Fundamental
Change, as it contains important information as to the procedures and
timing for converting Notes in connection with such Fundamental Change.
DRS Technologies, headquartered in Parsippany, New Jersey, is a leading
supplier of integrated products, services and support to military
forces, government agencies and prime contractors worldwide. The company
employs approximately 10,500 people.
For more information about DRS Technologies, please visit the company’s
web site at www.drs.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995: This press release contains forward-looking statements,
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, that are based on management’s
beliefs and assumptions, current expectations, estimates and
projections. Such statements, including statements relating to DRS
Technologies’ expectations for future
financial performance, are not considered historical facts and are
considered forward-looking statements under the federal securities laws.
These statements may contain words such as “may,”
“will,” “intend,”
“plan,” “project,”
“expect,” “anticipate,”
“could,” “should,”
“would,” “believe,”
“estimate,” “contemplate,”
“possible” or
similar expressions. These statements are not guarantees of the Company’s
future performance and are subject to risks, uncertainties and other
important factors that could cause actual performance or achievements to
differ materially from those expressed or implied by these
forward-looking statements and include, without limitation, demand and
competition for the Company’s products and
other risks or uncertainties detailed in the Company’s
Securities and Exchange Commission filings. Given these uncertainties,
you should not rely on forward-looking statements. Such forward-looking
statements speak only as of the date on which they were made, and the
Company undertakes no obligations to update any forward-looking
statements, whether as a result of new information, future events or
otherwise.