CHANTILLY, Va., Jan. 27, 2021 /PRNewswire/ -- Perspecta Inc.
(NYSE: PRSP) ("Perspecta" or the "Company"), a leading U.S.
government services provider, today announced that it has entered
into a definitive agreement under which it will be acquired by
Peraton, a portfolio company of leading private investment firm
Veritas Capital ("Veritas"), in an all-cash transaction valued at
$7.1 billion.
Under the terms of the agreement, Perspecta stockholders will
receive $29.35 per share in cash,
which represents a premium of 49.7% to the Company's unaffected
closing stock price of $19.60 on
November 6, 2020, the last trading
day prior to media reports being published regarding a potential
strategic process for Perspecta, and a premium of 11.8% to the
closing stock price of $26.25 on
January 26, 2021.
Following the closing of the transaction, Perspecta will be
combined with Peraton, a trusted provider of highly differentiated
space, intelligence, cyber, defense, homeland security and
communications capabilities to select federal agencies and
commercial entities. The combination will create a leading
government technology provider that delivers end-to-end
capabilities in IT and mission support and serves as the strategic
partner of choice across a diverse array of U.S. government
customers.
Ramzi Musallam, Chief Executive
Officer and Managing Partner of Veritas said, "As a long-time
investor in Perspecta and its predecessor companies for over a
decade, we have always recognized Perspecta for its market
differentiation, leading-edge IP, and focused execution in the
government technology space. Through the combination with Peraton,
we have assembled a strong portfolio of top-tier government
technology providers with complementary offerings and are confident
that the addition of our resources and industry expertise will
enable Perspecta to deliver even greater value to its customers and
stakeholders."
Veritas is a significant Perspecta stockholder today, holding
approximately 14.5% of Perspecta's shares outstanding. The
government technology market has been a key focus area for Veritas
since its inception.
"Today marks the beginning of an exciting new chapter for
Perspecta. This announcement is the culmination of a comprehensive
review process. Having considered all opportunities available, the
Perspecta Board of Directors is confident this transaction offers
the most compelling value creation for shareholders," said
Mac Curtis, Chairman and Chief
Executive Officer of Perspecta. "Together with Peraton and with the
flexibility Perspecta will have as a private company supported by
Veritas, Perspecta will be well positioned to build on our momentum
and continue executing on customer commitments as Perspecta
delivers cyber, digital-transformation and mission-focused
solutions. Looking ahead, Perspecta remains fully committed to
serving our customers with dedication, integrity and excellence and
ensuring a seamless transition for our employees."
Stu Shea, Chairman, President and
Chief Executive Officer of Peraton said, "Perspecta brings highly
skilled talent and differentiated technology expertise across a
broad range of customers in the government markets which will
complement our offerings and enhance our ability to drive
innovation. Together, we will create a top-tier,
privately-owned government technology business with a focus on
missions of consequence. We look forward to welcoming the Perspecta
team to Peraton and to building on our growth and success as a
proven and trusted partner."
Approvals and Timing
The transaction, which has been approved by the Perspecta Board
of Directors, is expected to close in the first half of calendar
2021, subject to approval by Perspecta stockholders as well as the
receipt of regulatory approvals and other customary closing
conditions.
Advisors
Schulte Roth & Zabel LLP is
serving as legal advisor to Veritas and Peraton. Goldman Sachs
& Co. LLC and Stone Key Partners LLC are serving as financial
co-advisors and Paul, Weiss, Rifkind, Wharton & Garrison LLP is
serving as legal advisor to Perspecta in connection with the
transaction.
About Veritas Capital
Veritas is a longstanding investor in companies operating at the
intersection of technology and government. The firm invests in
companies that provide critical products and services, primarily
technology and technology-enabled solutions, to government and
commercial customers worldwide, including those operating in the
healthcare, national security, software, education, aerospace &
defense, government services, communications, and energy
industries. Veritas seeks to create value by strategically
transforming the companies in which it invests through organic and
inorganic means.
For more information on Veritas, visit
www.veritascapital.com.
About Peraton
Peraton provides innovative, reliable solutions to the nation's
most sensitive and mission-critical programs and systems. As a
trusted provider of highly differentiated space, intelligence,
cyber, defense, homeland security, and communications capabilities,
Peraton is a critical partner to the Intelligence Community,
Department of Defense, and select federal agencies and commercial
entities. Headquartered in Herndon,
Virginia, the company employs 3,500 people across the U.S.
and Canada. For more information
on news and updates on Peraton,
visit www.Peraton.com/news.
About Perspecta Inc.
At Perspecta (NYSE: PRSP), we question, we seek and we solve.
Perspecta brings a diverse set of capabilities to our U.S.
government customers in defense, intelligence, civilian, health
care and state and local markets. Our 280+ issued, licensed and
pending patents are more than just pieces of paper, they tell the
story of our innovation. With offerings in mission services,
digital transformation and enterprise operations, our team of
nearly 14,000 engineers, analysts, investigators and architects
work tirelessly to not only execute the mission, but build and
support the backbone that enables it. Perspecta was formed to take
on big challenges. We are an engine for growth and success and we
enable our customers to build a better nation. For more information
about Perspecta, visit perspecta.com.
Important Information for Investors and Stockholders
This communication is being made in respect of the proposed
transaction involving the Company and Peraton, an affiliate of
Veritas Capital. In connection with the proposed transaction, the
Company intends to file the relevant materials with the Securities
and Exchange Commission (the "SEC"), including a proxy statement on
Schedule 14A. Promptly after filing its definitive proxy statement
with the SEC, the Company will mail the definitive proxy statement
and a proxy card to each stockholder of the Company entitled to
vote at the special meeting relating to the proposed transaction.
This communication is not a substitute for the proxy statement or
any other document that the Company may file with the SEC or send
to its stockholders in connection with the proposed transaction.
The materials to be filed by the Company will be made available to
the Company's investors and stockholders at no expense to them and
copies may be obtained free of charge on the Company's website at
www.perspecta.com. In addition, all of those materials will be
available at no charge on the SEC's website at www.sec.gov.
Investors and stockholders of the Company are urged to read the
proxy statement and the other relevant materials when they become
available before making any voting or investment decision with
respect to the proposed transaction because they contain important
information about the Company and the proposed transaction.
The Company and its directors, executive officers, other members
of its management and employees may be deemed to be participants in
the solicitation of proxies of the Company stockholders in
connection with the proposed transaction under SEC rules. Investors
and stockholders may obtain more detailed information regarding the
names, affiliations and interests of the Company's executive
officers and directors in the solicitation by reading the Company's
proxy statement for its 2020 annual meeting of stockholders, the
Annual Report on Form 10-K for the fiscal year ended March 31, 2020, and the proxy statement and other
relevant materials that will be filed with the SEC in connection
with the proposed transaction when they become available.
Information concerning the interests of the Company's participants
in the solicitation, which may, in some cases, be different than
those of the Company's stockholders generally, will be set forth in
the proxy statement relating to the proposed transaction when it
becomes available.
Forward-Looking Statements
All statements and assumptions in this communication that do not
directly and exclusively relate to historical facts could be deemed
"forward-looking statements." Forward-looking statements are often
identified by the use of words such as "anticipates," "believes,"
"estimates," "expects," "may," "could," "should," "forecast,"
"goal," "intends," "objective," "plans," "projects," "strategy,"
"target" and "will" and similar words and terms or variations of
such. These statements represent current intentions, expectations,
beliefs or projections, and no assurance can be given that the
results described in such statements will be achieved.
Forward-looking statements include, among other things, statements
about the potential benefits of the proposed transaction; the
prospective performance and outlook of the Company's business,
performance and opportunities; the ability of the parties to
complete the proposed transaction and the expected timing of
completion of the proposed transaction; as well as any assumptions
underlying any of the foregoing. Such statements are subject to
numerous assumptions, risks, uncertainties and other factors that
could cause actual results to differ materially from those
described in such statements, many of which are outside of the
Company's control. Important factors that could cause actual
results to differ materially from those described in
forward-looking statements include, but are not limited to, (i) the
ability to obtain the requisite approval from stockholders of the
Company; (ii) uncertainties as to the timing of the proposed
transaction; (iii) the risk that the proposed transaction may not
be completed in a timely manner or at all; (iv) the possibility
that competing offers or acquisition proposals for the Company will
be made; (v) the possibility that any or all of the various
conditions to the consummation of the proposed transaction may not
be satisfied or waived, including the failure to receive any
required regulatory approvals from any applicable governmental
entities (or any conditions, limitations or restrictions placed on
such approvals); (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement, including in circumstances that would require the
Company to pay a termination fee or other expenses; (vii) the
effect of the pendency of the proposed transaction on the Company's
ability to retain and hire key personnel, its ability to maintain
relationships with its customers, suppliers and others with whom it
does business, its business generally or its stock price; (viii)
risks related to diverting management's attention from the
Company's ongoing business operations; (ix) the risk that
stockholder litigation in connection with the proposed transaction
may result in significant costs of defense, indemnification and
liability; (x) various risks related to health epidemics, pandemics
and similar outbreaks, such as the COVID-19 pandemic, which may
have material adverse effects on the Company's business, financial
position, results of operations and/or cash flows; (xi) any issue
that compromises the Company's relationships with the U.S. federal
government, or any state or local governments, or damages the
Company's professional reputation; (xii) changes in the U.S.
federal, state and local governments' spending and mission
priorities that shift expenditures away from agencies or programs
that the Company supports; (xiii) any delay in completion of the
U.S. federal government's budget process; (xiv) failure to comply
with numerous laws, regulations and rules, including regarding
procurement, anti-bribery and organizational conflicts of interest;
(xv) failure by the Company or its employees to obtain and maintain
necessary security clearances or certifications; (xvi) the
Company's ability to compete effectively in the competitive bidding
process and delays, contract terminations or cancellations caused
by competitors' protests of major contract awards received by the
Company; (xvii) the Company's ability to accurately estimate or
otherwise recover expenses, time and resources for its contracts;
(xviii) problems or delays in the development, delivery and
transition of new products and services or the enhancement of
existing products and services to meet customer needs and respond
to emerging technological trends; (xix) failure of third parties to
deliver on commitments under contracts with the Company; (xx)
misconduct or other improper activities from the Company's
employees or subcontractors; (xxi) delays, terminations, or
cancellations of the Company's major contract awards, including as
a result of its competitors protesting such awards; (xxii) failure
of the Company's internal control over financial reporting to
detect fraud or other issues; (xxiii) failure or disruptions to the
Company's systems, due to cyber-attack, service interruptions or
other security threats; (xxiv) failure to be awarded task orders
under the Company's indefinite delivery/indefinite quantity
contracts; (xxv) changes in government procurement, contract or
other practices or the adoption by the government of new laws,
rules and regulations in a manner adverse to the Company; (xxvi)
uncertainty from the expected discontinuance of the London
Interbank Offered Rate and transition to any other interest rate
benchmark; and (xxvii) other factors as set forth from time to time
in the Company's filings with the SEC, including its Annual Report
on Form 10-K for the fiscal year ended March
31, 2020, as may be updated or supplemented by any
subsequent Quarterly Reports on Form 10-Q or other filings with the
SEC. Readers are cautioned not to place undue reliance on such
statements which speak only as of the date they are made. The
Company does not undertake any obligation to update or release any
revisions to any forward-looking statement or to report any events
or circumstances after the date of this communication or to reflect
the occurrence of unanticipated events except as required by
law.
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SOURCE Perspecta Inc.