General Dynamics, CSRA amend definitive merger agreement

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General Dynamics and CSRA announced March 20 that they have entered into an amendment to their definitive merger agreement under which General Dynamics will acquire all outstanding shares of CSRA for $41.25 per share in cash, an increase from the prior $40.75 per share offer.

The transaction is now valued at $9.7 billion, including the assumption of $2.8 billion in CSRA debt.

In connection with the amended merger agreement, CSRA’s Board of Directors determined that the previously announced unsolicited proposal from CACI International, Inc., to acquire CSRA could not reasonably be expected to lead to a Company Superior Proposal (as defined in the merger agreement). In reaching that determination, CSRA’s Board of Directors took into account various factors, including among others, the value, certainty of value, certainty of closing and speed to closing of the General Dynamics offer, as amended, as compared to the CACI proposal. CSRA’s Board of Directors recommends that CSRA stockholders tender their shares of CSRA common stock pursuant to the General Dynamics tender offer.

Under the terms of the merger agreement, as amended, on March 5, 2018, General Dynamics commenced a cash tender offer to purchase all of the outstanding shares of CSRA common stock. Today, the offer price was increased from $40.75 per share to $41.25 per share in cash. The tender offer and any withdrawal rights will expire at 11:59 p.m., EDT, April 2, 2018, unless extended. If the tender offer is completed, the parties expect to complete the merger as soon as practicable thereafter. At the effective time of the merger, CSRA will become a wholly owned subsidiary of General Dynamics.

Stone Key Group, LLC is serving as exclusive financial advisor to General Dynamics and Jenner & Block LLP is serving as legal counsel. Evercore and Macquarie Capital are serving as financial advisors to CSRA and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel.

About General Dynamics
Headquartered in Falls Church, Va., General Dynamics is a global aerospace and defense company that offers a broad portfolio of products and services in business aviation; combat vehicles, weapon systems and munitions; C4ISR and IT solutions; and shipbuilding. The company’s 2017 revenue was $31 billion.

About CSRA
CSRA is a leading government IT business providing next-generation technology solutions to federal customers. CSRA’s solutions are organized into six service areas: cyber; data and analytics; digital platforms; digital services; enterprise business services; and intelligent business process services. The company’s fiscal year 2017 revenue was $5 billion.