DRS Technologies, Inc. (NYSE: DRS) announced today that, as a result of
the anticipated consummation of the merger with Finmeccanica S.p.A.
(FNC.MI), DRS Technologies’ 2% Convertible
Senior Notes due 2026 (the “Notes”)
have become convertible.
As announced on May 12, 2008, Finmeccanica and DRS Technologies jointly
signed a definitive merger agreement for Finmeccanica to acquire all of
the outstanding stock of DRS Technologies for $81.00 per share in cash
in a transaction with an enterprise value of approximately $5.2 billion.
Consummation of the merger remains subject to customary closing
conditions, including clearance from United States government bodies
responsible for national security reviews for foreign acquisitions.
DRS Technologies today gave notice to the holders of the Notes that a “Fundamental
Change” (as defined in the indenture governing
the Notes) would occur upon the consummation of the merger and that the
holders may surrender their Notes for conversion at any time up until
the “Fundamental Change Purchase Date.”
In accordance with the indenture, DRS Technologies will notify holders
of the Fundamental Change Purchase Date no later than 30 days after the
effective date of the merger.
Notes that are surrendered for conversion will be converted into the
right to receive cash, less any applicable withholding taxes, and, if
applicable, shares of common stock of DRS Technologies in accordance
with the indenture (the “Settlement Amount”).
However, any Settlement Amount that is due from and after the effective
time of the merger will be paid solely in cash, less any applicable
withholding taxes, and will not include any shares of common stock of
DRS Technologies. Holders that convert their Notes after the effective
date of the merger in some circumstances may be entitled to an increased
conversion rate, as explained in the notice to holders. Under no
circumstances will holders that convert their Notes prior to the
effective date of the merger be entitled to an increased conversion rate.
This press release is being issued as required pursuant to Section
12.1(a) of the Indenture. Holders of the Notes should read carefully the
notice sent by the Company today regarding the anticipated Fundamental
Change, as it contains important information as to the procedures and
timing for converting Notes in connection with such Fundamental Change.
DRS Technologies, headquartered in Parsippany, New Jersey, is a leading
supplier of integrated products, services and support to military
forces, government agencies and prime contractors worldwide.