DULLES, Va.Oct. 28, 2014--
Orbital
Sciences Corporation (NYSE: ORB) today announced that it has set
December 9, 2014 as the date for a special meeting of its stockholders
at which stockholders will be asked, among other things, to adopt the
previously announced transaction agreement with Alliant Techsystems Inc.
( ATK ) (NYSE: ATK), whereby Orbital and ATK s Aerospace and Defense
Groups will merge immediately following the spin-off of ATK s Sporting
Group business to ATK stockholders as a newly formed company called
Vista Outdoor Inc. Orbital stockholders of record as of the close of
business on October 29, 2014 are entitled to receive notice of, and to
vote at, the special meeting. The special meeting will be held on
December 9, 2014, at 9:00 a.m. local time, at Orbital s corporate
headquarters at 45101 Warp Drive, Dulles, Virginia 20166.
The transaction is expected to close by the end of 2014 or in January
2015, and is subject to customary closing conditions including
regulatory approvals and the approval of each of Orbital s and ATK s
stockholders. Additional information concerning the special meeting and
the transaction will be included in an amendment to the ATK registration
statement on Form S-4, which includes a joint proxy statement of Orbital
and ATK and also constitutes a prospectus of ATK. This registration
statement will be filed with the Securities and Exchange Commission and,
once declared effective, the joint proxy statement/prospectus will be
mailed to Orbital stockholders who are entitled to vote at the special
meeting.
About Orbital
Orbital develops and manufactures small- and medium-class rockets and
space systems for commercial, military and civil government customers.
The company's primary products are satellites and launch vehicles,
including low-Earth orbit, geosynchronous-Earth orbit and planetary
exploration spacecraft for communications, remote sensing, scientific
and defense missions; human-rated space systems for Earth-orbit, lunar
and other missions; ground- and air-launched rockets that deliver
satellites into orbit; missile defense systems that are used as
interceptor and target vehicles; and advanced flight systems for
atmospheric and space missions. Orbital also provides satellite
subsystems and space-related technical services to U.S. Government
agencies and laboratories. More information about Orbital can be found
at http://www.orbital.com.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995
Certain statements in this communication regarding the proposed Morris
Trust transaction between Orbital and ATK, pursuant to which Orbital
and ATK s aerospace and defense businesses will merge following the
distribution of ATK s Sporting Group to ATK s stockholders as a
standalone company called Vista Outdoor Inc. ( Vista Outdoor ) (the
Transaction ), the expected timetable for completing the Transaction,
benefits and synergies of the Transaction and the expected tax treatment
for the Transaction, future opportunities for the combined company and
products and any other statements regarding Orbital s and ATK s future
expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical
facts are forward-looking statements made within the meaning of
Section 21E of the Securities Exchange Act of 1934. These statements are
often, but not always, made through the use of words or phrases such as
may, will, expect, intend, estimate, anticipate, believe,
project, or continue, and similar expressions. All such
forward-looking statements involve estimates and assumptions that are
subject to risks, uncertainties and other factors that could cause
actual results to differ materially from the results expressed in the
statements. Among the key factors that could cause actual results to
differ materially from those projected in the forward-looking statements
are the following: the parties ability to consummate the Transaction;
the conditions to the completion of the Transaction, including the
receipt of approval of both Orbital s stockholders and ATK s
stockholders; the regulatory approvals required for the Transaction not
being obtained on the terms expected or on the anticipated schedule; the
parties ability to meet expectations regarding the timing, completion
and accounting and tax treatments of the Transaction; the possibility
that the parties may be unable to achieve expected synergies and
operating efficiencies in connection with the Transaction within the
expected time-frames or at all and to successfully integrate Orbital s
operations with those of the aerospace and defense business of ATK; the
integration of Orbital s operations with those of the aerospace and
defense business of ATK being more difficult, time-consuming or costly
than expected; operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers) being
greater than expected following the Transaction; the retention of
certain key employees being difficult; Vista Outdoor s ability to
operate successfully as a standalone business; ATK s and Orbital s
ability to adapt its services to changes in technology or the
marketplace; ATK s and Orbital s ability to maintain and grow its
relationship with its customers; reductions or changes in NASA or U.S.
Government military spending, timing of payments and budgetary policies,
including impacts of sequestration under the Budget Control Act of 2011,
and sourcing strategies; intense competition; increases in costs, which
the business may not be able to react to due to the nature of U.S.
Government contracts; changes in cost and revenue estimates and/or
timing of programs; the potential termination of U.S. Government
contracts and the potential inability to recover termination costs;
actual pension and other postretirement plan asset returns and
assumptions regarding future returns, discount rates, service costs,
mortality rates, and health care cost trend rates; greater risk
associated with international business, including foreign currency
exchange rates and fluctuations in those rates; other risks associated
with U.S. Government contracts that might expose Orbital or ATK to
adverse consequences; government investigations; costs of servicing
debt, including cash requirements and interest rate fluctuations;
security threats, including cybersecurity and other industrial and
physical security threats, and other disruptions; changes in domestic
and global economic conditions and unstable geopolitical conditions,
including in Russia and Ukraine; supply, availability, and costs of raw
materials and components, including commodity price fluctuations;
government laws and other rules and regulations applicable to Orbital
and ATK, such as procurement and import-export control, and federal and
state firearms and ammunition regulations; the novation of U.S.
Government contracts; performance of subcontractors; development of key
technologies and retention of a qualified workforce; fires or explosions
at any of Orbital s or ATK s facilities; environmental laws that govern
past practices and rules and regulations, noncompliance with which may
expose Orbital or ATK to adverse consequences; impacts of financial
market disruptions or volatility to customers and vendors; results of
acquisitions or other transactions, including the ability to
successfully integrate acquired businesses and realize anticipated
synergies, cost savings and other benefits, and costs incurred for
pursuits and proposed acquisitions that have not yet or may not close;
unanticipated changes in the tax provision or exposure to additional tax
liabilities; and the costs and ultimate outcome of litigation matters
and other legal proceedings. Additional information concerning these and
other factors can be found in Orbital s and ATK s filings with the
Securities and Exchange Commission (the SEC ), including Orbital s and
ATK s most recent Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K. Orbital and ATK assume no
obligation to update or revise publicly the information in this
communication, whether as a result of new information, future events or
otherwise, except as otherwise required by law. Readers are cautioned
not to place undue reliance on these forward-looking statements that
speak only as of the date hereof.
Additional Information and Where to Find It
In connection with the proposed transaction between Orbital and ATK,
Orbital and ATK intend to file relevant materials with the SEC. ATK has
filed a registration statement on Form S-4 that includes a joint proxy
statement of Orbital and ATK that also constitutes a prospectus of ATK
(which registration statement has not yet been declared effective).
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT / PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
ORBITAL, ATK AND THE PROPOSED TRANSACTION. The joint proxy statement /
prospectus and other documents relating to the proposed transaction can
be obtained free of charge from the SEC's website at www.sec.gov.
These documents can also be obtained free of charge from Orbital upon
written request to Orbital at investor.relations@orbital.com or
by calling Barron Beneski at 703-406-5528 or from ATK upon written
request to ATK at investor.relations@atk.com
or by calling Michael Pici at 703-412-3216.
Participants in the Solicitation
This press release is not a solicitation of a proxy from any investor or
security holder. However, Orbital and ATK and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction under the
rules of the SEC. Information regarding Orbital's directors and
executive officers may be found in its Annual Report for the year ended
December 31, 2013 on Form 10-K filed with the SEC on February 25, 2014
and the definitive proxy statement relating to its 2014 Annual Meeting
of Stockholders filed with the SEC on March 11, 2014. Information
regarding ATK directors and executive officers may be found in its
Annual Report for the year ended March 31, 2014 on Form 10-K filed with
the SEC on May 23, 2014 and the definitive proxy statement relating to
its 2014 Annual Meeting of Stockholders filed with the SEC on June 13,
2014. These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the interests of these
participants will also be included in the joint proxy
statement/prospectus.
No Offer or Solicitation
This document shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Source: Orbital Sciences Corporation
Orbital Sciences Corporation
Barron Beneski, 703-406-5528
Public
and Investor Relations
beneski.barron@orbital.com