WALTHAM, Mass., Jan. 31, 2011 /PRNewswire/ -- Raytheon Company
(NYSE: RTN) today announced the completion of its tender offer,
through its wholly owned subsidiary RN Acquisition Company, for all
outstanding shares of Applied Signal Technology, Inc. (Nasdaq:
APSG). The tender offer expired at 12:00 midnight, Eastern Time, on
Friday, January 28, 2011. Based on
information provided by BNY Mellon Shareowner Services, the
depositary for the tender offer, approximately 12,413,103 shares,
representing approximately 87.8 percent of AST's outstanding
shares, were validly tendered and not withdrawn in the offer
(including shares tendered by notice of guaranteed delivery). All
such shares have been accepted for payment in accordance with the
terms of the tender offer. Raytheon does not intend to offer a
subsequent offering period in connection with the offer.
Raytheon intends to exercise its "top-up" option and thereafter
will own sufficient common stock of AST necessary to effect a
"short-form" merger under California law, after which AST will become a
wholly-owned subsidiary of Raytheon, without the need for a meeting
of AST shareholders. In connection with the short-form merger, each
outstanding share of AST common stock will be converted into the
right to receive $38.00 in cash,
without interest and less any applicable withholding taxes, the
same price per share paid in the tender offer. Raytheon intends to
complete such merger promptly and upon the completion of such
merger AST's shares will cease to be traded on the NASDAQ Global
Select Market.
Following the acquisition, AST will be integrated into
Raytheon's Space and Airborne Systems (SAS) business and will be
renamed Raytheon Applied Signal Technology, Inc.
Raytheon Company (NYSE: RTN), with 2010 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 89 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 72,000 people
worldwide.
Raytheon Forward-Looking Statements
This release contains forward-looking statements, including
information regarding Raytheon's financial outlook, future plans,
objectives, business prospects and anticipated financial
performance. These forward-looking statements are not statements of
historical facts and represent only Raytheon's current expectations
regarding such matters. These statements inherently involve a wide
range of known and unknown risks and uncertainties. Raytheon's
actual actions and results could differ materially from what is
expressed or implied by these statements. 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 resolution of program
terminations; 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 than 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.
Raytheon undertakes no obligation to make any revisions to the
forward-looking statements contained in this release and the
attachments or to update them to reflect events or circumstances
occurring after the date of this release, including any
acquisitions, dispositions or other business arrangements that may
be announced or closed after such date.
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