ATK and Orbital Continue to Support Plans for Merger
Nov. 17, 2014
Alliant Techsystems Inc. and Orbital
Sciences Corporation announced that the two companies have set
January 27, 2015 as the new date
for their separate, special stockholder meetings in connection
with the proposed transaction to spin off ATK's Sporting Group
business and immediately thereafter, merge ATK's Aerospace and
Defense Groups with Orbital. On October
28, 2014, both companies communicated they would hold
separate, special stockholder meetings on
December 9, 2014 for ATK stockholders to vote on the
issuance of shares to stockholders of Orbital and for Orbital
stockholders to vote on the proposed transaction. Following this
announcement on October 28, 2014,
a failure occurred during Orbital's Antares launch. Since
the incident, the companies have conducted a thorough review and
analysis of the launch failure and Orbital's proposed recovery
plan and long-term competitive position. Following this
review, ATK's board of directors continues to support the
strategic merits of the transaction and recommends that ATK
stockholders vote to approve the issuance of shares to Orbital
stockholders. Orbital's board of directors also continues to
recommend that Orbital stockholders vote to approve the proposed
transaction.
"During the course of the last two
weeks, both companies have diligently evaluated and analyzed
information relating to the Antares incident and Orbital's
go-forward plan," said
Mark DeYoung, President and
Chief Executive Officer of ATK. "We believe it was responsible
and essential to conduct this special due diligence and as a
result of our findings, management and our board of directors
continue to endorse the previously announced transaction. The
strategy to spin off our sporting business and merge our A&D
businesses with Orbital supports long-term value creation,
enhances the competitive position of both our sporting and A&D
businesses, and makes long-term sense for our shareholders,
employees, company, and our very diverse set of customers."
"Working with NASA, our primary
Antares customer, and our industrial suppliers, Orbital has
implemented a comprehensive go-forward plan to fulfill the
company's commitment to the space agency's commercial cargo
program and to upgrade the propulsion system on the Antares
rocket. As previously announced, Orbital does not believe this
plan will cause material adverse financial changes in 2015 or
future years," said
David W. Thompson, Chairman,
President and Chief Executive Officer of Orbital.
As a result of the Antares launch
failure and the time required to complete the subsequent review
process, the companies have postponed the special stockholder
meetings until January 27, 2015,
to be held at each company's respective corporate headquarters.
ATK and Orbital stockholders of record as of the close of
business on December 16, 2014 will
be entitled to vote at their respective special stockholder
meetings. The record date for the spinoff will be determined and
publicly announced at a later date.
The transaction is expected to close
in February 2015, and is subject
to customary closing conditions including regulatory approvals
and the approval of both ATK's and Orbital's stockholders.
Additional information concerning the special meetings and the
transaction will be included in an amendment to the ATK
registration statement on Form S-4, which will be filed with the
Securities and Exchange Commission and, once declared effective,
the joint proxy statement/prospectus will be mailed to ATK and
Orbital stockholders who are entitled to vote at the respective
special meetings.
|