General Dynamics to Acquire Anteon for $55.50 Per Share
14 Décembre 2005 - 1:28PM
PR Newswire (US)
Transaction will expand information technology services offerings
and presence with Department of Defense; will be accretive to
earnings and cash flow. FALLS CHURCH, Va. Dec. 14
/PRNewswire-FirstCall/ -- General Dynamics (NYSE:GD) and Anteon
International Corporation (NYSE:ANT) have entered into a definitive
agreement for General Dynamics to acquire Anteon for $55.50 in cash
for each outstanding Anteon share. The cost of the transaction
would be approximately $2.2 billion, including the assumption of
Anteon's $100 million of net debt. The proposed acquisition, which
has been approved by the boards of directors of both companies,
would be immediately accretive to General Dynamics' earnings.
Subject to an affirmative vote by Anteon shareholders and normal
regulatory approvals, the transaction is expected to close by the
end of the second quarter of 2006. Anteon, headquartered in
Fairfax, Va., has approx. 9,500 employees in more than 100 offices
worldwide. The company has a current business backlog of $6.6
billion and anticipates 2006 sales of $1.72 billion. "This superb
company significantly strengthens the ability of our Information
Systems and Technology group to provide a broad menu of seamless
information technology (IT) services to Defense, Intelligence and
Homeland Security customers," said Nicholas D. Chabraja, General
Dynamics chairman and CEO. "Anteon has grown consistently by
offering high-value integration and systems engineering services to
customers with demanding mission requirements. Adding those
capabilities to our world-class enterprise IT, command-and-
control, communications, computing, intelligence, surveillance and
reconnaissance expertise will enable General Dynamics to reach a
higher level of performance and create additional shareholder
value." Anteon is a leading systems integration company that
provides mission, operational and IT enterprise support to the U.S.
government. It designs, integrates, maintains and upgrades systems
for national defense, intelligence, emergency response,
infrastructure and other high-priority government missions. It also
provides many customers with the systems engineering and program
management skills necessary to manage the development and
operations of their mission-critical systems. More than 35 percent
of its employees are scientists or network, systems or software
engineers; more than 65 percent have secret or top-secret security
clearances. Joseph Kampf, president and CEO of Anteon, said,
"Anteon is known as a best-in-class provider of state-of-the-art
mission solutions for national defense, intelligence and emergency
response customers. Our management team has been recognized for its
ability to achieve a sustained high rate of growth through a sound
methodology that will be enhanced by the combined strengths of
Anteon and General Dynamics. This acquisition provides significant
value for our shareholders, and it enables Anteon to become a more
powerful force in its markets. We will be able to provide a
stronger future for our employees as well as broader offerings to
our customers, and continue to make a difference in areas that
matter for our country." Senior management from both companies will
discuss the transaction and answer questions from investors and
financial analysts at 9 a.m. on Wednesday, December 14, 2005, at
the Four Seasons Hotel New York, 57 East 57th Street, New York, New
York. Investment community representatives are invited to
participate in person and by phone, and the conference will be
webcast through a link at the General Dynamics website,
http://www.generaldynamics.com/. General Dynamics, headquartered in
Falls Church, Virginia, employs approximately 71,900 people
worldwide and had 2004 revenue of $19.2 billion. The company is a
market leader in mission-critical information systems and
technologies; land and expeditionary combat systems, armaments and
munitions; shipbuilding and marine systems; and business aviation.
This announcement is neither a solicitation of a proxy, an offer to
purchase, nor a solicitation of an offer to sell shares of Anteon
International Corporation. Anteon International Corporation will
file and deliver all proxy statements, and Anteon International
Corporation and General Dynamics Corporation will file and deliver
all other forms, notices and documents required under state and
federal law with respect to the merger. Anteon International
Corporation will be filing preliminary proxy materials with the
Securities and Exchange Commission. Upon expiration of the waiting
period required under the federal securities laws to permit the SEC
to review and comment upon the preliminary proxy materials, Anteon
International Corporation will call a special meeting of its
stockholders to vote on the merger and will file with the SEC and
mail the definitive proxy materials to its stockholders. The
definitive proxy materials will contain important information
regarding the merger, including, among other things, the
recommendation of Anteon International Corporation's board of
directors with respect to the merger. Stockholders of Anteon
International Corporation are advised to read the definitive proxy
materials, including the proxy statement and the Agreement and Plan
of Merger, before making any decisions regarding the merger. Copies
of the definitive proxy materials, and any amendments or
supplements thereto, may be obtained without charge at the SEC's
website at http://www.sec.gov/ or at Anteon International
Corporation's website at http://www.anteon.com/ as they become
available. Certain statements made in this press release, including
any statements as to future results of operations and financial
projections, may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, as
amended. Forward-looking statements are based on management's
current expectations, estimates, projections and assumptions. These
statements are not guarantees of future performance and involve
certain risks and uncertainties, which are difficult to predict.
Therefore, actual future results and trends may differ materially
from what is forecast in forward-looking statements due to a
variety of factors. Additional information regarding these factors
is contained in the company's filings with the Securities and
Exchange Commission, including, without limitation, our Annual
Report on Form 10-K and our Forms 10-Q. All forward-looking
statements speak only as of the date they were made. The company
does not undertake any obligation to update or publicly release any
revisions to any forward-looking statements to reflect events,
circumstances or changes in expectations after the date of this
press release. DATASOURCE: General Dynamics CONTACT: Rob Doolittle,
Tel: +1-703-876-3199, or Fax: +1-703-876-3555, or Web site:
http://www.generaldynamics.com/ http://www.anteon.com/
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