SRA Announces Record Date of June 13, 2011 for Special Meeting of Shareholders
06 Junio 2011 - 8:15AM
Business Wire
SRA International, Inc. (NYSE: SRX), a leading provider of
technology and strategic consulting services and solutions to
government organizations and commercial clients, today announced it
has established a record date for a special meeting of its
shareholders to consider and vote on a proposal to adopt the
previously announced definitive merger agreement, entered into on
March 31, 2011, between SRA and affiliates of Providence Equity
Partners. Pursuant to the merger agreement, SRA will be acquired by
an affiliate of Providence Equity Partners in an all-cash
transaction. Under the terms of the agreement, SRA shareholders
will receive $31.25 in cash for each share of common stock.
SRA shareholders of record at the close of business on Monday,
June 13, 2011 will be entitled to the notice of the special meeting
and to vote on the proposal at the special meeting. It is currently
anticipated that the special meeting of shareholders will be held
during the first quarter of the SRA 2012 fiscal year, which begins
July 1, 2011.
About SRA International, Inc.
SRA and its subsidiaries are dedicated to solving complex
problems of global significance for government organizations and
commercial clients serving the national security, civil government,
health, and intelligence and space markets. Founded in 1978, the
company and its subsidiaries have expertise in such areas as cyber
security; disaster response planning; enterprise resource planning;
environmental strategies; IT systems, infrastructure and managed
services; learning technologies; logistics; public health
preparedness; public safety; strategic management consulting; and
systems engineering.
SRA and its subsidiaries employ approximately 7,000 employees
serving clients from its headquarters in Fairfax, Va., and offices
around the world. For additional information on SRA, please visit
www.sra.com.
Any statements in this press release about prospective
performance and plans for SRA, the expected timing of the
completion of the merger and the ability to complete the merger,
and other statements containing the words “estimates,” “believes,”
“anticipates,” “plans,” “expects,” “will,” and similar expressions,
constitute forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995. Factors or risks
that could cause our actual results to differ materially from the
results we anticipate include, but are not limited to: (i) the
inability to complete the acquisition of SRA (the “Merger”) by an
affiliate of Providence Equity Partners LLC due to the failure (a)
to obtain stockholder approval for the Merger; (b) to satisfy other
conditions to the completion of the Merger, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the transaction; or (c) to obtain the
necessary financing arrangements set forth in the debt and equity
commitment letters delivered pursuant to the merger agreement; (ii)
the outcome of any legal proceedings, regulatory proceedings or
enforcement matters that have been or may be instituted against us
and others relating to the Merger; (iii) the occurrence of any
other event, change or circumstance that could give rise to a
termination of the merger agreement; (iv) the fact that, if the
Merger is not consummated due to a breach of the merger agreement
by Providence Equity Partners LLC or Merger Sub, SRA’s remedy may
be limited to receipt of a termination fee of $112.9 million, and
if the Merger is not consummated under certain circumstances, SRA
is not entitled to receive any such termination fee; (v) if the
merger agreement is terminated under specified circumstances, SRA
may be required to pay Providence Equity Partners LLP a termination
fee of up to $47 million; (vi) the diversion of management’s
attention from ongoing business concerns due to the announcement
and pendency of the Merger; (vii) the effect of the announcement of
the Merger on our business relationships, operating results and
business generally; (viii) the effect of the merger agreement’s
contractual restrictions on the conduct of our business prior to
the completion of the Merger; (ix) the possible adverse effect on
the price of our common stock if the Merger is not completed in a
timely matter or at all; and (x) the amount of the costs, fees,
expenses and charges related to the Merger.
Actual results may differ materially from those indicated by
such forward-looking statements. In addition, the forward-looking
statements included in this press release represent our views as of
June 6, 2011. We anticipate that subsequent events and developments
will cause our views to change. However, while we may elect to
update these forward-looking statements at some point in the
future, we specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing our views as of any date subsequent to June 6, 2011.
Additional factors that may cause results to differ materially from
those described in the forward-looking statements are set forth in
the Annual Report on Form 10-K of SRA for the fiscal year ended
June 30, 2010, which was filed with the SEC on August 12, 2010,
under the heading “Item 1A-Risk Factors,” and in subsequent reports
on Forms 10-Q and 8-K filed with the SEC by SRA.
Important Additional Information
In connection with the proposed acquisition, SRA filed a
preliminary proxy statement and other relevant documents concerning
the acquisition with the SEC on April 18, 2011. When completed, a
definitive proxy statement and a form of proxy will be mailed to
shareholders of the Company. This press release does not constitute
a solicitation of any vote or approval. We urge investors to read
the proxy statement and any other documents to be filed with the
SEC in connection with the acquisition or incorporated by reference
in the proxy statement because they will contain important
information.
Investors will be able to obtain these documents free of charge
at the SEC’s Web site (www.sec.gov). In addition, documents filed
with the SEC by SRA will be available free of charge from SRA
International, Inc., c/o Investor Relations, 4350 Fair Lakes Court,
Fairfax, VA 22033, or by telephone at 703.502.7731 or by email to
Investor@sra.com.
The directors, executive officers and certain other members of
management and employees of SRA may be deemed “participants” in the
solicitation of proxies from stockholders of SRA in favor of the
acquisition. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of
the stockholders of SRA in connection with the proposed acquisition
will be set forth in the proxy statement and the other relevant
documents to be filed with the SEC. You can find information about
the SRA’s executive officers and directors in its Annual Report on
Form 10-K for the year ended June 30, 2010 and in its definitive
proxy statement filed with the SEC on September 17, 2010.
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