Raytheon Company is commencing, through its wholly-owned subsidiary RN Acquisition Company, a cash tender offer to purchase all of the outstanding shares of common stock of Applied Signal Technology.
Raytheon announced on Monday, Dec. 20, 2010 that it had entered into a merger agreement with Applied Signal. Upon successful completion of the tender offer, shareholders of Applied Signal will receive $38.00 in cash for each share of Applied Signal common stock validly tendered and not validly withdrawn, without interest and less any required withholding taxes. The board of directors of Applied Signal has unanimously determined that the offer and the other transactions contemplated by the merger agreement are fair to and in the best interests of Applied Signal shareholders, and has recommended that Applied Signal shareholders tender their shares in the offer.
The tender offer is scheduled to expire at 12:00 midnight, Eastern time, at the end of the day on January 28, 2011 unless the tender offer is extended. Completion of the transaction is subject to, among other things, the valid tender without withdrawal of 76.3 percent of the outstanding shares of Applied Signal common stock, regulatory approvals including approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. Following completion of the tender offer, any shares of Applied Signal not tendered will be converted into the right to receive the same price per share paid by Raytheon in the tender offer. In the event that the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of shareholder approval. The transaction is not subject to any financing condition. Following successful completion of the transaction, Applied Signal will be integrated into Raytheon's Space and Airborne Systems business.
