DRS Technologies, Inc. today announced that, as a result of its merger
with Finmeccanica S.p.A. (FNC.MI) consummated on October 22, 2008, it
has commenced an offer to purchase any or all of its outstanding 2%
Convertible Senior Notes due 2026 in accordance with the indenture
governing the Notes. This offer is scheduled to expire at 5:00 p.m. EST
on December 11, 2008, unless extended.
In the Notice of Fundamental Change and Offer to Purchase issued today,
DRS Technologies notified the holders of the Notes that the merger
resulted in a “fundamental change,”
as defined in the indenture, and that each holder has the right to
require DRS to purchase such Notes. Pursuant to the Offer to Purchase, a
holder who validly tenders and does not withdraw his Notes prior to 5:00
p.m. EST on December 11, 2008 will be entitled to receive cash equal to
100% of the principal amount of such Notes, plus any accrued and unpaid
interest to, but excluding, the fundamental change purchase date. DRS
has designated December 12, 2008 as the fundamental change purchase date.
The Notes currently are convertible. Holders may convert any outstanding
Notes into cash and will be entitled to receive $1,356.7824 of cash for
each $1,000 principal amount of the Notes based on the conversion rate
of 16.7504 that was in effect on the effective date of the merger and
the $81.00 price per share payable in the merger. If, however, a holder
converts his Notes on or before the fundamental change purchase date,
(December 12, 2008), the conversion rate will be increased by 0.5371 to
17.2875, resulting in the holder receiving an additional $43.5051 of
cash per $1,000 principal amount of the Notes, or $1,400.2875 of cash
per $1,000 principal amount of the Notes. For the Notes tendered
pursuant to the Offer to Purchase, DRS estimates that the amount holders
will be entitled to receive, including accrued and unpaid interest to,
but excluding, the currently scheduled fundamental change purchase date,
will be approximately $1,007.22 per $1,000 principal amount of the Notes.
Questions regarding the process for tendering the Notes pursuant to the
Offer to Purchase should be directed to The Bank of New York Mellon, 101
Barclay Street, New York, New York 10286, phone (212) 815-5722.
Questions regarding the Offer to Purchase and requests to obtain a copy
should be directed to DRS Technologies, Inc., Attention: Investor
Relations Department, 5 Sylvan Way, Parsippany, New Jersey 07054, phone
(973) 898-1500.
None of the representatives or employees of DRS Technologies, Inc., the
subsidiary guarantors of the Notes, Finmeccanica S.p.A.
