WALTHAM, Mass., Dec. 30, 2010 /PRNewswire-FirstCall/ -- Raytheon
Company (NYSE: RTN) is commencing today, through its wholly-owned
subsidiary RN Acquisition Company, a cash tender offer to purchase
all of the outstanding shares of common stock of Applied Signal
Technology, Inc. (Nasdaq: APSG).
Raytheon announced on Monday, Dec. 20,
2010 that it had entered into a merger agreement with
Applied Signal. Upon successful completion of the tender offer,
shareholders of Applied Signal will receive $38.00 in cash for each share of Applied Signal
common stock validly tendered and not validly withdrawn, without
interest and less any required withholding taxes.
The board of directors of Applied Signal has unanimously
determined that the offer and the other transactions contemplated
by the merger agreement are fair to and in the best interests of
Applied Signal shareholders, and has recommended that Applied
Signal shareholders tender their shares in the offer.
The tender offer is scheduled to expire at 12:00 midnight,
Eastern time, at the end of the day on January 28, 2011 unless the tender offer is
extended.
Completion of the transaction is subject to, among other things,
the valid tender without withdrawal of 76.3 percent of the
outstanding shares of Applied Signal common stock, regulatory
approvals including approval under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and other customary closing conditions.
Following completion of the tender offer, any shares of Applied
Signal not tendered will be converted into the right to receive the
same price per share paid by Raytheon in the tender offer. In the
event that the minimum tender condition is not met, and in certain
other circumstances, the parties have agreed to complete the
transaction through a one-step merger after receipt of shareholder
approval. The transaction is not subject to any financing
condition. Following successful completion of the transaction,
Applied Signal will be integrated into Raytheon's Space and
Airborne Systems business.
Raytheon Company (NYSE: RTN), with 2009 sales of $25 billion, is a technology and innovation
leader specializing in defense, homeland security and other
government markets throughout the world. With a history of
innovation spanning 88 years, Raytheon provides state-of-the-art
electronics, mission systems integration and other capabilities in
the areas of sensing; effects; and command, control, communications
and intelligence systems, as well as a broad range of mission
support services. With headquarters in Waltham, Mass., Raytheon employs 75,000 people
worldwide.
Raytheon Forward-Looking Statements
This press release contains "forward-looking statements,"
including information regarding Raytheon's 2011 outlook, future
plans, objectives, business prospects and the acquisition of
Applied Signal Technology, Inc. Such forward-looking statements are
not statements of historical facts, are based on current
expectations and involve inherent risks and uncertainties,
including factors that could delay, divert or change any of them,
and could cause actual outcomes and results to differ materially
from current expectations. Specific factors that could cause such a
difference include, but are not limited to: Raytheon's dependence
on the U.S. Government for a significant portion of its business
and the risks associated with U.S. Government sales, including
changes or shifts in defense spending, uncertain funding of
programs, potential termination of contracts, and difficulties in
contract performance; the ability to procure new contracts; the
risks of conducting business in foreign countries; the ability to
comply with extensive governmental regulation, including import and
export policies, the Foreign Corrupt Practices Act, the
International Traffic in Arms Regulations, and procurement and
other regulations; the impact of competition; the ability to
develop products and technologies; the impact of changes in the
financial markets and global economic conditions; the risk that
actual pension returns, discount rates or other actuarial
assumptions are significantly different from Raytheon's
assumptions; the risk of cost overruns, particularly for Raytheon's
fixed-price contracts; dependence on component availability,
subcontractor performance and key suppliers; risks of a negative
government audit; the use of accounting estimates in Raytheon's
financial statements; risks associated with acquisitions,
dispositions, joint ventures and other business arrangements; risks
of an impairment of goodwill or other intangible assets; the
outcome of contingencies and litigation matters, including
government investigations; the ability to recruit and retain
qualified personnel; the impact of potential security threats and
other disruptions; and other factors as may be detailed from time
to time in Raytheon's public announcements and Securities and
Exchange Commission filings. Other risks and uncertainties relating
to the acquisition of Applied Signal Technology, Inc. include the
satisfaction of closing conditions for the acquisition, including
clearance under the Hart-Scott-Rodino Antitrust Improvements Act,
the tender of the requisite number of the outstanding shares of
common stock of Applied Signal Technology, Inc. or majority vote in
favor of the transaction at a special shareholders' meeting, and
the possibility that the transaction will not be completed, or if
it is completed, that it will not close within the anticipated time
period. Forward-looking statements in this press release
should be evaluated together with the other uncertainties that
affect Raytheon's business, particularly those identified in the
cautionary factors discussion in Raytheon's Annual Report on Form
10-K for the year ended December 31,
2009, together with its subsequent Quarterly Reports on Form
10-Q and Current Reports on Form 8-K. Raytheon undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events, or
otherwise.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The
solicitation and the offer to buy shares of common stock of Applied
Signal Technology, Inc. is being made pursuant to an offer to
purchase and related materials that Raytheon Company's affiliate,
RN Acquisition Company, will file on Schedule TO with the U.S.
Securities and Exchange Commission (SEC). Investors and Applied
Signal Technology, Inc. security holders are strongly advised to
read the tender offer statement (including the offer to purchase,
letter of transmittal and related tender offer documents) and the
related solicitation/recommendation statement on Schedule 14D-9
that will be filed by Applied Signal Technology, Inc. with the SEC,
because they will contain important information about the tender
offer. These documents will be available at no charge on the SEC's
website at www.sec.gov. In addition, a copy of the offer to
purchase, letter of transmittal and certain other related tender
offer documents (once they become available) may be obtained free
of charge by directing a request to Raytheon Company at
www.raytheon.com, or Raytheon Company, 870 Winter Street,
Waltham, MA 02451, Attn:
Corporate Secretary's Office or to D.F.
King & Co., Inc., 48 Wall Street, 22nd Floor,
New York, NY 10005,
Toll-Free Telephone (888) 644-6071. Investors and Applied
Signal Technology, Inc. security holders may also obtain free
copies of the documents filed with the SEC by Applied Signal by
contacting Applied Signal at 460 West California Avenue,
Sunnyvale, California 94086,
(408) 749-1888.
Additional Information About the Merger and Where to Find It
In connection with the potential one-step merger, Applied Signal
Technology, Inc. would file a proxy statement with the SEC.
Additionally, Applied Signal Technology, Inc. would file other
relevant materials with the SEC in connection with the proposed
acquisition of Applied Signal Technology, Inc. by Raytheon pursuant
to the terms of an Agreement and Plan of Merger by and among
Applied Signal Technology, Inc., RN Acquisition Company and
Raytheon Company. The materials to be filed by Applied Signal
Technology, Inc. with the SEC may be obtained free of charge at the
SEC's web site at www.sec.gov. Investors and security holders also
may obtain free copies of the proxy statement from Applied Signal
Technology Investor Relations by contacting Applied Signal at 460
West California Avenue, Sunnyvale,
California 94086, (408) 749-1888. Investors and
security holders of Applied Signal Technology, Inc. are urged to
read the proxy statement and the other relevant materials when they
become available before making any voting or investment decision
with respect to the proposed merger because they will contain
important information about the merger and the parties to the
merger.
Raytheon Company, Applied Signal Technology, Inc. and their
respective directors, executive officers and other members of their
respective management and employees, under the SEC rules, may be
deemed to be participants in the solicitation of proxies of Applied
Signal Technology, Inc.'s stockholders in connection with the
proposed merger. Investors and security holders may obtain more
detailed information regarding the names, affiliations and
interests of certain of Raytheon Company's executive officers and
directors in the solicitation by reading Raytheon Company's proxy
statement for its 2010 annual meeting of stockholders. Investors
and security holders may obtain more detailed information regarding
the names, affiliations and interests of certain of Applied Signal
Technology, Inc.'s executive officers and directors in the
solicitation by reading Applied Signal Technology, Inc.'s proxy
statement for its 2010 annual meeting of stockholders and the proxy
statement and other relevant materials which may be filed with the
SEC in connection with the merger when and if they become
available. Information concerning the interests of Applied Signal
Technology, Inc.'s participants in the solicitation, which may, in
some cases, be different than those of Applied Signal Technology,
Inc.'s stockholders generally, will be set forth in the proxy
statement relating to the merger when and if it becomes
available.
Media Contact:
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Investor Relations
Contact:
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Jon Kasle
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Todd Ernst
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781.522.5110
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781.522.5141
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SOURCE Raytheon Company