MCLEAN,
Va., July 5, 2022 /PRNewswire/ -- V2X, Inc.
(NYSE: VEC) ("V2X" or the "Company") today announced the successful
completion of Vectrus' combination with The Vertex Company
("Vertex"), creating a leading provider of critical mission
solutions and support to defense clients globally. In connection
with the closing, the Company was renamed V2X, Inc. The company
will continue to trade on the New York Stock Exchange under the
ticker "VEC" through July 7, 2022.
Beginning at the open of business on July 8,
2022, V2X's common stock will trade under the ticker symbol
"VVX".
V2X offers clients around the world a broad suite of technology
and service capabilities to support national security readiness and
modernization initiatives. As a larger, more diversified company,
V2X delivers a comprehensive set of integrated solutions and
critical service offerings across the operations and logistics,
aerospace, training and technology markets to national security,
defense, civilian and international clients.
"Today's milestone establishes V2X as a leading global provider
of mission-essential solutions," said Chuck
Prow, Chief Executive Officer of V2X. "Through this
transformative combination, we created a company with the scale and
ability to compete for large integrated business opportunities by
providing full life-cycle support across the converged
environment."
Updated 2022 Guidance
V2X intends to provide second half 2022 guidance when it reports
its financial results for the second quarter on August 9, 2022, after market close. Senior
management will conduct a conference call at 4:30 p.m. ET that same day.
Board of Directors
The V2X Board of Directors is comprised of 11 members, with
appointments effective at the closing of the transaction:
- Six are continuing directors designated by Vectrus –
Mary Howell, Melvin Parker, Eric
Pillmore, Chuck Prow,
Stephen Waechter and Phillip Widman;
- Five have been designated by Vertex – Ed Boyington, Dino
Cusumano, Lee Evangelakos,
Joel Rotroff and Neil Snyder.
Ms. Howell will serve as Chairman of the Board.
Transaction Details
In connection with the close of the transaction, Vertex
shareholders received approximately 18.6 million shares of Vectrus
common stock. On a fully diluted basis, former Vertex stockholders
own approximately 62% of V2X, while legacy Vectrus shareholders own
approximately 38%, each as calculated at closing.
Advisors
Goldman Sachs & Co. LLC is acting as exclusive financial
advisor to Vectrus, and Skadden, Arps, Slate, Meagher & Flom
LLP and Covington & Burling LLP are acting as legal counsel.
Vectrus was also advised by Ernst & Young and Wolf Den
Associates. RBC Capital Markets, LLC and Evercore are acting as
financial advisors to Vertex, and Jones
Day, Baker Botts LLP and Ropes & Gray LLP are acting as
legal counsel. Vertex was also advised by Fairmont Consulting
Group.
ABOUT V2X
V2X is a leading provider of critical
mission solutions and support to defense clients globally, formed
by the 2022 merger of Vectrus and Vertex to build on more than 120
combined years of successful mission support. The Company delivers
a comprehensive suite of integrated solutions across the operations
and logistics, aerospace, training and technology markets to
national security, defense, civilian and international clients. Our
global team of approximately 14,000 employees brings innovation to
every point in the mission lifecycle, from preparation, to
operations, to sustainment, as they tackle the most complex
challenges with agility, grit and dedication.
FORWARD-LOOKING STATEMENTS
Certain material presented
in this press release includes forward-looking statements intended
to qualify for the safe harbor from liability established by the
Securities Exchange Act of 1934. These forward-looking statements
include, but are not limited to, the possibility that anticipated
benefits of the transaction may not be realized or may take longer
to realize than expected; the possibility that costs related to the
Company's integration of Vertex's operations may be greater than
expected and/or that revenues following the transaction may be
lower than expected; the Company's business may suffer as a result
of uncertainty surrounding the transaction and disruption of
management's attention due to the transaction; the outcome of any
legal proceedings that are related to the transaction; the Company
may be adversely affected by other economic, business, and/or
competitive factors; the impact of legislative, regulatory,
competitive and technological changes; the effect of the
transaction on the ability of the Company to retain and maintain
relationships with both Vectrus's and Vertex's customers, including
the U.S. Government; other risks to the consummation of the
mergers, including responses from customers and competitors to the
transaction; the risk that the integration of Vertex may distract
management from other important matters; results from the
transaction may be different than those anticipated; statements
about Vectrus's 2022 performance outlook, five-year growth plan,
revenue, DSO, contract opportunities, the impacts of COVID-19, and
any discussion of future operating or financial performance.
Whenever used, words such as "may," "are considering," "will,"
"likely," "anticipate," "estimate," "expect," "project," "intend,"
"plan," "believe," "target," "could," "potential," "continue,"
"goal" or similar terminology are forward-looking statements. These
statements are based on the beliefs and assumptions of our
management based on information currently available to
management.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside our management's control, that
could cause actual results to differ materially from the results
discussed in the forward-looking statements. For a discussion of
some of the risks and important factors that could cause actual
results to differ from such forward-looking statements, see the
risks and other factors detailed from time to time in our Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and other
filings with the U.S. Securities and Exchange Commission.
The Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Contact Information
Mike Smith, CFA
michael.smith@vectrus.com
(719) 637-5773
Or
Jim Golden / Scott Bisang / Tim
Ragones
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
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SOURCE Vectrus, Inc.