Kratos Defense & Security Solutions, Inc. Announces Successful Completion of Tender Offer for Herley Industries
25 Marzo 2011 - 6:00AM
Kratos Defense & Security Solutions, Inc. (Nasdaq:KTOS), a
leading National Security Solutions provider, today announced that
the initial offering period of its previously announced tender
offer for the outstanding shares of Herley Industries, Inc.
(Nasdaq:HRLY) has been completed successfully.
The depositary for the tender offer has advised Kratos that, as
of the expiration of the initial offering period, midnight, Eastern
Time, on Thursday, March 24, 2011 (the end of the day on Thursday),
13,225,532 shares representing approximately 93.7% of Herley's
outstanding common stock were tendered and not withdrawn prior to
the expiration of the initial offering period, including 302,994
shares representing approximately 2.1% of Herley's outstanding
common stock which were tendered by notice of guaranteed delivery.
The tendered shares represent approximately 84.7% of Herley's
outstanding common stock on a fully-diluted basis. All shares
that were validly tendered and not withdrawn have been accepted for
purchase and payment, and all holders of these shares will be paid
promptly.
Kratos has commenced a subsequent offering period for 3 business
days starting on March 25, 2011. The subsequent offering period
will expire at midnight, Eastern Time, on March 29, 2011. During
this subsequent offering period, Herley stockholders who did not
previously tender their shares into the offer may do so and will
promptly receive the same $19.00 per share cash consideration paid
during the initial offering period. The guaranteed delivery
procedures may not be used during the subsequent offering period
and shares tendered during the subsequent offering period may not
be withdrawn. In addition, shares tendered during the initial
offering period may not be withdrawn.
After expiration of the subsequent offering period, Kratos
expects to complete the acquisition of Herley through a short-form
merger under Delaware law in which shares of Herley common stock
not purchased in the tender offer will be converted into the right
to receive $19.00 per share in cash, without interest.
Pursuant to the merger, Herley will become a wholly owned
subsidiary of Kratos and shares of Herley's common stock will cease
to be traded on the NASDAQ Global Select Market.
About Kratos Defense & Security
Solutions
Kratos Defense & Security Solutions, Inc. (Nasdaq:KTOS) is a
specialized National Security business providing mission critical
products, services and solutions for United States National
Security priorities. Kratos' core capabilities are
sophisticated engineering, manufacturing and system integration
offerings for National Security platforms and programs. Kratos'
areas of expertise include Command, Control, Communications,
Computing, Combat Systems, Intelligence, Surveillance and
Reconnaissance (C5ISR), unmanned systems, cyber warfare, cyber
security, information assurance, critical infrastructure security
and weapons systems sustainment. Kratos has primarily an
engineering and technical oriented work force of approximately
2900, the majority of which hold an active National Security
clearance, including Secret, Top Secret and higher. The vast
majority of Kratos' work is performed on a military base, in a
secure facility or at a critical infrastructure location.
Kratos' primary end customers are United States Federal Government
agencies, including the Department of Defense, classified agencies,
intelligence agencies and Homeland Security related agencies.
News and information are available at www.KratosDefense.com.
The Kratos Defense & Security Solutions, Inc. logo is
available at
http://www.globenewswire.com/newsroom/prs/?pkgid=3519
Additional Information and Where to Find It
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. Stockholders of Herley
are urged to read the relevant tender offer documents and all
amendments thereto because they will contain important information
that stockholders should consider before making any decision
regarding tendering their shares. Kratos and its acquisition
subsidiary have filed a tender offer statement on Schedule TO
with the SEC and Herley has filed a solicitation/recommendation
statement on Schedule 14D-9 with respect to the tender offer
described in this press release. Any offers to purchase or
solicitations of offers to sell will be made only pursuant to such
tender offer statement. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer
documents) and all amendments thereto and the related
solicitation/recommendation statement and all amendments thereto
contain important information, including the various terms of, and
conditions to, the tender offer, that should be read carefully by
Herley's stockholders before they make any decision with respect to
the tender offer. Such materials will be made available to Herley's
stockholders at no expense to them. In addition, such materials
(and all other offer documents filed with the SEC) are available at
no charge on the SEC's Web site: www.sec.gov and may also be
obtained by directing a request to the Corporate Secretary of
Kratos Defense & Security Solutions, Inc., at
(858) 812-7300.
CONTACT: Press Contact:
Yolanda White
858-812-7302 Direct
Investor Information:
877-934-4687
investor@kratosdefense.com
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