Terran Orbital Corporation Adopts Limited Duration Stockholder Rights Plan; Independent Committee of the Board will Determine Course of Action in Best Interest of all Stockholders
04 Mars 2024 - 3:00PM
Business Wire
Terran Orbital Corporation (NYSE: LLAP) (“Terran Orbital” or the
“Company”), a global leader in satellite-based solutions primarily
serving the aerospace and defense industries, today announced that
the Company’s Board of Directors (the “Board”) adopted a limited
duration stockholder rights plan (the “Rights Plan”), which is
intended to enable all stockholders to realize the full value of
their investment in Terran Orbital. The Board adopted the Rights
Plan following a non-binding proposal (the “Lockheed Proposal”)
from Lockheed Martin Corporation (“Lockheed Martin”) on March 1,
2024 to acquire all outstanding shares of the Company’s common
stock for cash. Consistent with its fiduciary duties and in
consultation with its financial and legal advisors, an independent
committee of the Board will review and evaluate the Lockheed
Proposal as part of the Company’s ongoing review of strategic
alternatives to determine the course of action that it believes
will maximize value for the Company’s stockholders. However, there
is no guarantee that a strategic transaction involving Lockheed
Martin or any other party will be approved or consummated. The
independent committee does not intend to provide any updates with
respect to the Lockheed Proposal or any other transaction, unless
and until it deems further disclosure is appropriate.
The Rights Plan will reduce the likelihood that any person or
group gains control of the Company through open market
accumulation, or other coercive tactics potentially disadvantaging
the interests of all stockholders, without paying all stockholders
an appropriate control premium or providing the Board sufficient
time to make informed decisions in the best interest of all
stockholders. The Rights Plan is not intended to interfere with any
transaction that the Board determines to be in the best interests
of stockholders, nor does the Rights Plan prevent the Board from
considering any proposal, but is intended to encourage anyone
seeking to acquire the Company, including Lockheed Martin, to
negotiate with the Board prior to attempting to impose a
transaction that is not in the best interests of the Company’s
stockholders.
While the Rights Plan is effective immediately, the rights
generally would become exercisable only if a person or group
(including a group of persons that are acting in concert with each
other) acquires beneficial ownership, as defined in the Rights
Plan, of 15% or more of the Company’s common stock in a transaction
not approved by the Board.
In the event that the rights become exercisable due to the
ownership threshold being crossed, each right will entitle its
holder (other than the person, entity, or group triggering the
Rights Plan, whose rights will become void and will not be
exercisable) to purchase at the exercise price, common stock having
a market value equal to twice the exercise price.
Pursuant to the Rights Plan, the Company will issue one right
for each outstanding share of the Company’s common stock to
stockholders of record on the close of business on March 14,
2024.
The Rights Plan will expire on the close of business on the
first anniversary of the date of entry into the Rights Plan unless
extended for two more years by stockholders. It could also expire
earlier if prior to such date, the rights are redeemed or
exchanged. The Board may consider an earlier termination of the
Rights Plan if market and other conditions warrant.
Further details regarding the Rights Plan will be contained in a
Current Report on Form 8-K that the Company will be filing with the
U.S. Securities and Exchange Commission (“SEC”). This filing will
be available on the SEC’s website at www.sec.gov.
About Terran Orbital
Terran Orbital is a leading manufacturer of satellite products
primarily serving the aerospace and defense industries. Terran
Orbital provides end-to-end satellite solutions by combining
satellite design, production, launch planning, mission operations,
and on-orbit support to meet the needs of the most demanding
military, civil, and commercial customers. Learn more at
www.terranorbital.com.
Forward-Looking Statements
This press release contains, and the Company’s officers and
representatives may from time to time make other public written and
verbal announcements that contain, forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. The Company intends such forward-looking statements to be
covered by the safe harbor provisions for forward-looking
statements contained in Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements, other than statements of present or
historical facts, contained in this press release, regarding the
Rights Plan, including the anticipated benefits and expected
consequences of the Rights Plan, or the Company’s or management’s
expectations, plans or objectives are forward-looking statements.
Forward-looking statements are typically identified by such words
as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,
“estimate,” “forecast,” “project,” “continue,” “could,” “may,”
“might,” “possible,” “potential,” “predict,” “will,” “should,”
“would” and “could” and other similar words and expressions, but
the absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements are based on
management’s current expectations. These statements are neither
promises nor guarantees and involve known and unknown risks,
uncertainties and other important factors that may cause actual
results, performance or achievements to be materially different
from what is expressed or implied by the forward-looking
statements, including, but not limited to, the effectiveness of the
Rights Plan in providing the Company’s Board of Directors with
sufficient time to make informed decisions in the best interest of
all stockholders, and the other risks disclosed in our Annual
Report on Form 10-K filed with the SEC on March 23, 2023, the
prospectus supplement dated September 18, 2023 related to our
Registration Statement on Form S-3, as amended (File No.
333-271093), which was declared effective by the SEC on April 18,
2023, and in our Quarterly Report on Form 10-Q filed with the SEC
on November 14, 2023. Forward-looking statements speak only as of
the date they are made and, except as may be required under
applicable law, the Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240303300390/en/
Public Relations Juliana Johnson pr@terranorbital.com
949-508-6404
Investor Relations Jonathan Siegmann ir@terranorbital.com
949-202-8476
Terran Orbital (NYSE:LLAP)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Terran Orbital (NYSE:LLAP)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024