Science Applications International Corporation (NYSE:SAIC) Files An 8-K Added EventsItem 8.01 Added Events.
On October 23, 2018, Science Applications International Corporation (“SAIC”) and Engility Holdings, Inc. (“Engility”) issued a collective columnist absolution advertisement the cessation of the cat-and-mouse aeon beneath the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as adapted (the “HSR Act”). The abortion is able as of 11:59 p.m. EST on October 22, 2018, thereby catastrophe the HSR Act cat-and-mouse aeon for the proposed accretion of Engility by SAIC. A archetype of the columnist absolution is absorbed hereto as Display 99.1 and is congenital herein by reference.
Item 9.01 Banking Statements and Exhibits
Description of Exhibit
SAIC Columnist Release, anachronous October 23, 2018.
Schedules and added agnate accessories accept been bare to Item 601(b)(2) of Regulation S-K. The apprentice hereby undertakes to accouter supplementally copies of any of the bare schedules and added agnate accessories aloft appeal by the Balance and Exchange Commission.
No Action or Solicitation
This advice is for advisory purposes alone and not advised to and does not aggregate an action to subscribe for, buy or sell, the address of an action to subscribe for, buy or advertise or an allurement to subscribe for, buy or advertise any balance or the address of any vote or approval in any administration to or in affiliation with the proposed transaction or otherwise, nor shall there be any sale, arising or alteration of balance in any administration in contravention of applicative law. No action of balance shall be fabricated except by agency of a advertisement affair the requirements of Area 10 of the Balance Act of 1933, as amended, and contrarily in accordance with applicative law.
Additional Advice and Where to Find It
In affiliation with the proposed accretion of Engility, SAIC has filed a basic allotment account on Form S-4 with the SEC on October 18, 2018 to annals the shares of SAIC accepted banal to be issued in affiliation with the merger. The basic allotment account includes a basic collective proxy statement/prospectus. The absolute collective proxy statement/prospectus, back available, will be beatific to the shareholders of SAIC and Engility gluttonous their approval of the proposed transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT SAIC, ENGILITY, AND THE PROPOSED TRANSACTION.
Investors and aegis holders may access copies of these abstracts chargeless of allegation through the website maintained by the SEC at www.sec.gov or from SAIC at its website, www.saic.com, or from Engility at its website, www.engility.com.
Participants in Solicitation
SAIC, Engility, and their corresponding directors, controlling officers, and added advisers may be accounted to be participants in the address of proxies from the stockholders of SAIC and Engility in affiliation with the proposed transaction. Advice about SAIC’s controlling admiral and admiral is set alternating in its Anniversary Report on Form 10- K, which was filed with the SEC on March 29, 2018 and its proxy account for its 2018 anniversary affair of stockholders, which was filed with the SEC on April 25, 2018. Advice about Engility’s controlling admiral and admiral is set alternating in its Anniversary Report on Form 10-K, which was filed with the SEC on March 2, 2018, and the proxy account for its 2018 anniversary affair of stockholders, which was filed with the SEC on April 13, 2018. Investors may access added abundant advice apropos the absolute and aberrant interests of SAIC, Engility, and their corresponding controlling admiral and admiral in the transaction by account the basic and absolute collective proxy statement/prospectus apropos the transaction, which will be filed with the SEC.
Certain statements in this accounting advice accommodate or are based on “forward-looking” advice aural the acceptation of the Private Balance Litigation Reform Act of 1995 that involves risks and uncertainties apropos the proposed transaction amid SAIC and Engility, SAIC’s and Engility’s accepted banking performance, and SAIC’s and Engility’s cardinal and operational plans. In some cases, you can analyze advanced statements by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” and agnate words or phrases. Forward- attractive statements in this accounting advice include, amid others, statements apropos allowances of the proposed accretion (including advancing approaching banking operating achievement and results), estimates of approaching revenues, operating income, earnings, balance per share, charges, backlog, outstanding shares and banknote flows, as able-bodied as statements about approaching dividends, allotment repurchases and added basic deployment plans. These statements reflect our acceptance and assumptions as to approaching contest that may not prove to be accurate. Absolute achievement and after-effects may alter materially from the advanced statements fabricated in this accounting advice depending on a array of factors, including: the achievability that the transaction will not aing or that the closing may be delayed; the achievability that SAIC or Engility may be clumsy to access stockholder approval as appropriate for the transaction or that the added altitude to the closing of the transaction may not be satisfied; the accident that Engility will not be chip auspiciously into SAIC afterward the cleanup of the accretion and the accident that acquirement opportunities, amount savings, synergies and added advancing allowances from the alliance may not be absolutely accomplished or may booty best to apprehend than expected, aberration of management’s absorption from accustomed circadian operations of the business and the challenges of managing beyond and added boundless operations consistent from the acquisition, difficulties in entering markets in which we accept ahead had bound absolute above-mentioned experience, the abeyant accident of barter and added business ally afterward advertisement of the acquisition, our adeptness to access costs on advancing terms, acquiescence with new coffer banking and added covenants, acceptance of the accepted and alien liabilities of the acquired company, recordation of amicableness and nonamortizable abstract assets accountable to approved crime testing and abeyant crime charges, incurrence of acquittal costs accompanying to assertive abstract assets, acceptance that we will adore absolute approaching tax allowances acquired in affiliation with the acquisition, developments in the U.S. government aegis and intelligence association budgets, including account reductions, accomplishing of spending cuts (sequestration) or changes in bread-and-er priorities; delays in the U.S. government account action or approval to accession the U.S. debt ceiling; delays in the U.S. government arrangement accretion action or the accolade of contracts; delays or accident of affairs as aftereffect of adversary protests; changes in U.S. government accretion rules, regulations and practices; our acquiescence with assorted U.S. government and added government accretion rules and regulations; authoritative reviews, audits and investigations of our company; our adeptness to finer attempt and win affairs with the U.S. government and added customers; our adeptness to attract, alternation and absorb accomplished employees, including our administration team, and to absorb and access aegis clearances for our employees; our adeptness to accurately appraisal costs associated with our firm-fixed-price and added contracts; cybersecurity, abstracts aegis or added aegis threats, systems failures or added disruptions of our business; resolution of acknowledged and added disputes with our barter and others or acknowledged or authoritative acquiescence issues, including in affiliation to the transaction; the accident of any event, change or added affairs that could accord acceleration to the abortion of the transaction agreement; our adeptness to finer arrange basic and accomplish investments in our business; our adeptness to advance relationships with prime contractors, subcontractors and collective adventure partners; our adeptness to administer achievement and added risks accompanying to chump contracts; the capability of our allowance programs advised to assure us from cogent artefact or added accountability claims; our adeptness to acknowledge approaching assets based on our earnings, banking condition, basic requirements and added factors, including acquiescence with applicative laws and acknowledged agreements; and our adeptness to assassinate our business plan and long- appellation administration initiatives finer and to affected these and added accepted and alien risks that we face.
These are alone some of the factors that may affect the advanced statements independent in this accounting communication. You should be acquainted that new factors may appear from time to time and it is not accessible for us to analyze all such factors, nor can we adumbrate the appulse of anniversary such agency on the proposed transaction or the accumulated company. For added advice apropos risks and uncertainties associated with our business, amuse accredit to the filings on Form 10-K, 10-Q and 8-K that we or Engility accomplish from time to time with the SEC, including the “Risk Factors,” “Management’s Discussion and Analysis of Banking Action and After-effects of Operations” and “Legal Proceedings” sections of our and Engility’s Anniversary Report on Form 10-K which may be beheld or acquired through the Investor Relations area of our web armpit at www.investors.saic.com or Engility’s web armpit at www.engility.com.
All advice in this accounting advice is as of the date hereof. SAIC and Engility especially disclaims any assignment to amend any advanced account provided in this accounting advice to reflect consecutive events, absolute after-effects or changes in SAIC’s or Engility’s expectations. SAIC and Engility additionally disclaims any assignment to animadversion aloft or actual advice that may be independent in letters appear by advance analysts or others.
Science Applications International Corp ExhibitEX-99.1 2 saic-ex991_20181023.htm PRESS RELEASE Display Exhibit 99.1SAIC and Engility Announce Cessation of HSR Cat-and-mouse PeriodRESTON,…To appearance the abounding display bang hereAbout Science Applications International Corporation (NYSE:SAIC) Science Applications International Corporation (SAIC) is a provider of technical, engineering and action advice technology (IT) services. The Aggregation provides its casework primarily to the United States Government, including the Department of Aegis (DoD), the intelligence association and federal noncombatant agencies. The Aggregation provides engineering, systems affiliation and advice technology offerings for government projects, and offers a ambit of casework with a targeted accent on higher-end, differentiated technology services. The Company’s offerings accommodate engineering; technology and accessories belvedere integration; aliment of arena and amphibian systems; logistics; training and simulation; operation and affairs abutment services, and end-to-end casework spanning the design, development, integration, deployment, administration and operations, alimentation and aegis of its customers’ absolute IT infrastructure.
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