Published:
Finmeccanica and DRS Technologies Announce Early Termination of Hart-Scott- Rodino Waiting Period
ROME andPARSIPPANY, N.J., Aug. 28 /PRNewswire-FirstCall/ -- Finmeccanica,
S.p.A. (FNC.MI) and DRS Technologies, Inc. (NYSE: DRS) announced today that
the Department of Justice and Federal Trade Commission have granted early
termination of the waiting period, effective August 27, 2008, under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR), in
connection with DRS's proposed merger with Finmeccanica.
As announced on May 12, 2008, Finmeccanica and DRS entered into a
definitive merger agreement in which Finmeccanica will acquire DRS for US$81
per share. Completion of HSR review was one of the conditions for the
consummation of the merger. The merger continues to be subject to, among other
conditions, certain other regulatory approvals, as well as the approval of
DRS's stockholders. DRS has scheduled a special meeting of stockholders for
September 25, 2008 to vote on the merger.
About Finmeccanica
Headquartered inItaly, Finmeccanica is a leading global high-technology
company with core competencies in the design and manufacture of helicopters,
civil and military aircraft, aero structures, satellites, space
infrastructure, missiles, defense electronics and security. The company
employs more than 60,000 people worldwide, including 2,100 employees at 32
sites inNorth America. For more information about Finmeccanica visit
http://www.finmeccanica.com.
About DRS
DRS, headquartered inParsippany, New Jersey, U.S.A., is a leading
supplier of integrated products, services and support to military forces,
government agencies and prime contractors worldwide. The company employs
approximately 10,500 people. For more information about DRS, please visit the
company's web site at http://www.drs.com.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT: DRS has
filed with the U.S. Securities and Exchange Commission a definitive proxy
statement and other relevant documents in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF DRS ARE URGED TO READ THE PROXY
STATEMENT AND SUCH OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT FINMECCANICA, DRS AND THE PROPOSED TRANSACTION. A definitive
proxy statement was sent to security holders of DRS seeking their approval of
the transaction. Investors and security holders may obtain a free copy of
these materials and other documents filed with the U.S. Securities and
Exchange Commission at the U.S. Securities and Exchange Commission's web site
at http://www.sec.gov. A free copy of the proxy statement also may be obtained
from DRS Technologies Inc, 5 Sylvan Way,Parsippany, NJ 07054, Attn: Investor
Relations. Investors and security holders may access copies of the documents
filed with the U.S. Securities and Exchange Commission by DRS on its web site
at http://ir.drs.com.
PARTICIPANTS IN SOLICITATION: DRS and its executive officers and directors
may be deemed to be participants in the solicitation of proxies from its
stockholders with respect to the proposed transaction. Information regarding
DRS's directors and executive officers is available in its proxy statement
filed with the U.S. Securities and Exchange Commission by DRS on August 25,
2008. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings
or otherwise, are contained in the proxy statement and other relevant
materials filed with the U.S. Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. This communication is not an offer for sale of any
securities inthe United States. Securities may not be offered or sold inthe
United States absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended, and the rules and regulations
thereunder. Finmeccanica has not registered and does not intend to register
any portion of any offering of securities inthe United States or to conduct a
public offering of any securities inthe United States.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: This press release contains forward-looking statements, within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that are based on
management's beliefs and assumptions, current expectations, estimates and
projections. Such statements, including statements relating to the combined
company's expectations for future financial performance, are not considered
historical facts and are considered forward-looking statements under the
federal securities laws. These statements may contain words such as "may,"
"will," "intend," "plan," "project," "expect," "anticipate," "could,"
"should," "would," "believe," "estimate," "contemplate," "possible" or similar
expressions. These statements are not guarantees of the companies' future
performance and are subject to risks, uncertainties and other important
factors that could cause actual performance or achievements to differ
materially from those expressed or implied by these forward-looking statements
and include, without limitation, demand and competition for the companies'
products and other risks or uncertainties. Given these uncertainties, you
should not rely on forward-looking statements. Such forward-looking statements
speak only as of the date on which they were made, and the companies undertake
no obligations to update any forward-looking statements, whether as a result
of new information, future events or otherwise.
SOURCE Finmeccanica, S.p.A.
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