Alliant Techsystems Inc. ("ATK") (NYSE: ATK) and Orbital Sciences Corporation ("Orbital") (NYSE: ORB) announced today 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.
Source: Alliant Tech Systems, Inc (ATK) (NYSE: ATK)
Date: Nov 17, 2014