Following Transaction Close, Newly Combined
Company Will be Renamed V2X, Inc.; to Trade on NYSE under New
Ticker: VVX
COLORADO
SPRINGS, Colo., June 15,
2022 /PRNewswire/ -- Vectrus, Inc. (NYSE: VEC) today
announced that based on voting results from the Special Meeting of
Shareholders held today, Vectrus shareholders voted to approve the
combination with Vertex. Following the close of the transaction,
the combined company will be renamed V2X, Inc, and its common stock
will trade on the NYSE under a new ticker symbol, "VVX".
"Today's overwhelming approval marks a significant step toward
completing our merger with Vertex, and creating one of the leading
providers of critical mission solutions and support to defense
clients globally," said Chuck Prow,
Chief Executive Officer of Vectrus. "Vectrus and Vertex - together
as V2X - will be better positioned to meet the
mission-essential needs of our clients while delivering cost
efficiencies, increased security and resiliency, with more
strategic use of resources. We thank all of our stakeholders for
their continued support and look forward to completing the pending
combination so we can begin unlocking the incredible potential of
our combined platform."
As previously announced, under the terms of the merger
agreement, Vertex shareholders will own approximately 62% of the
combined company on a fully diluted basis, while Vectrus
shareholders will own approximately 38%. The merger is expected to
close early in the third quarter of 2022, and remains subject to
satisfaction of customary closing conditions, including receipt of
regulatory approvals.
The final voting results will be reported in a Current Report on
Form 8-K to be filed with the Securities and Exchange Commission
after certification by Vectrus' inspector of elections.
About Vectrus
For more than 70 years, Vectrus has
provided critical mission support for our customers' toughest
operational challenges. As a high-performing organization with
exceptional talent, deep domain knowledge, a history of long-term
customer relationships, and groundbreaking technical expertise, we
deliver innovative, mission-matched solutions for our military and
government customers worldwide. Whether it's base operations
support, supply chain and logistics, IT mission support,
engineering and digital integration, security, or maintenance,
repair, and overhaul, our customers count on us for on-target
solutions that increase efficiency, reduce costs, improve
readiness, and strengthen national security. Vectrus is
headquartered in Colorado Springs,
Colo., and includes about 8,100 employees spanning 205
locations in 28 countries. In 2021, Vectrus generated sales of
approximately $1.8 billion. For more
information, visit the company's website
at www.vectrus.com or connect with Vectrus on
Facebook, Twitter, and LinkedIn.
FORWARD-LOOKING STATEMENTS
Certain material presented
in this press release includes forward-looking statements intended
to qualify for the safe harbor from liability established by the
Act. These forward-looking statements include, but are not limited
to, conditions to the closing of the Transaction may not be
satisfied; the possibility that anticipated benefits of the
Transaction may not be realized or may take longer to realize than
expected; the possibility that costs related to Vectrus's
integration of Vertex's operations may be greater than expected
and/or that revenues following the Transaction may be lower than
expected; Vectrus's business may suffer as a result of uncertainty
surrounding the Transaction and disruption of management's
attention due to the Transaction; the outcome of any legal
proceedings that are related to the Transaction; Vectrus may be
adversely affected by other economic, business, and/or competitive
factors; the risk that Vectrus may be unable to obtain governmental
and regulatory approvals required for the Transaction, or that
required governmental and regulatory approvals may delay the
Transaction or result in the imposition of conditions that could
reduce the anticipated benefits from the Transaction or cause the
parties to abandon the Transaction; the impact of legislative,
regulatory, competitive and technological changes; the occurrence
of any event, change or other circumstances that could give rise to
the termination of the merger agreement; the effect of the
Transaction on the ability of Vectrus to retain and maintain
relationships with both Vectrus's and Vertex's customers, including
the U.S. Government; other risks to the consummation of the
mergers, including the risk that the mergers will not be
consummated within the expected time period or at all; responses
from customers and competitors to the Transaction; the risk that
the integration of Vertex may distract management from other
important matters; results from the Transaction may be different
than those anticipated; statements about Vectrus's 2022 performance
outlook, five-year growth plan, revenue, DSO, contract
opportunities, the impacts of COVID-19, and any discussion of
future operating or financial performance.
Whenever used, words such as "may," "are considering," "will,"
"likely," "anticipate," "estimate," "expect," "project," "intend,"
"plan," "believe," "target," "could," "potential," "continue,"
"goal" or similar terminology are forward-looking statements. These
statements are based on the beliefs and assumptions of our
management based on information currently available to
management.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside our management's control, that
could cause actual results to differ materially from the results
discussed in the forward-looking statements. For a discussion of
some of the risks and important factors that could cause actual
results to differ from such forward-looking statements, see the
risks and other factors detailed from time to time in our Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and other
filings with the U.S. Securities and Exchange Commission.
Vectrus undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
Contact Information
Mike Smith, CFA
michael.smith@vectrus.com
(719) 637-5773
Or
Jim Golden / Scott Bisang / Tim
Ragones
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
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SOURCE Vectrus, Inc.