PAE Incorporated (“PAE”) has announced that it has set February 10,
2022 as the meeting date for the virtual special meeting of
stockholders (the “Special Meeting”) to consider matters related to
the proposed acquisition of PAE by an affiliate of Amentum
Government Services Holdings LLC (“Amentum”) in
an all-cash transaction valued at approximately
$1.9 billion, including the assumption of debt and certain
fees (the “Merger” or the “proposed transaction”).
At the Special Meeting, PAE’s stockholders will be asked to
approve and adopt the previously announced Agreement and Plan of
Merger, dated as of October 25, 2021 (as may be amended from time
to time, the “Merger Agreement”), and other such proposals as are
disclosed in the definitive proxy statement relating to the Merger
(the “Proxy”) filed by PAE with the Securities and Exchange
Commission (the “SEC”) on January 11, 2022. Holders of PAE’s Class
A common stock at the close of business on the record date of
January 7, 2022 are entitled to notice of, and to vote at, the
Special Meeting.
The Special Meeting will be convened on February 10, 2022 at
9:30 a.m., Eastern Time, in a virtual audio cast format.
Stockholders may attend and vote at the Special Meeting by visiting
https://www.cstproxy.com/pae/sm2022 and entering the control
number found on their proxy card included in their proxy
materials.
If the required proposals at the Special Meeting are approved,
PAE anticipates that the Merger will close shortly thereafter,
subject to the satisfaction or waiver (as applicable) of all other
closing conditions.
More information about voting and attending the Special Meeting
is included in the Proxy, which is available without charge on the
SEC’s website at http://www.sec.gov. PAE encourages you to
read the Proxy and the other relevant materials carefully. If you
have any questions, need assistance voting your shares or need
additional copies of the Proxy materials, please contact our proxy
solicitor, Okapi Partners LLC, at (877) 279-2311, or banks and
brokers can call (212) 297-0720, or by
emailing info@okapipartners.com. This notice of Special
Meeting and the Proxy are available
at https://www.cstproxy.com/pae/sm2022. In addition, copies of
the documents filed with the SEC by PAE will also be available free
of charge on PAE’s investor relations website at
www.investors.pae.com.
About PAE
For more than 66 years, PAE has tackled the world’s toughest
challenges to deliver agile and steadfast solutions to the U.S.
government and host government partners. With a global workforce of
about 20,000 on all seven continents and in approximately 60
countries, PAE delivers a broad range of operational support
services to meet the critical needs of our clients. Our
headquarters is in Falls Church, Virginia. Find us online
at pae.com,
on Facebook, Twitter and LinkedIn.
About Amentum
Amentum is a premier global technical and engineering services
partner supporting critical programs of national significance
across defense, security, intelligence, energy, and environment.
Amentum draws from a century-old heritage of operational
excellence, mission focus, and successful execution underpinned by
a strong culture of safety and ethics. Headquartered in Germantown,
Maryland, Amentum employs more than 37,000 people in all 50 states
and performs work in 105 foreign countries and territories. Visit
amentum.com to explore how Amentum delivers excellence for its
customers’ most vital missions.
Forward Looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended. When used herein, words such as “anticipate,”
“consider,” “develop,” “estimate,” “expect,” “further,” “intend,”
“may,” “plan,” “potential,” “seek,” “will,” and variations of such
words and similar expressions as they relate to PAE, its
management, the Special Meeting or the proposed transaction are
often used to identify such statements as “forward-looking
statements.” Such statements reflect the current views of PAE and
its management with respect to future events, including the Special
Meeting and the proposed transaction, and are subject to certain
risks and uncertainties that may cause timing or actual results to
differ materially from the results expressed in, or implied by,
these forward-looking statements. These risks and uncertainties
include, but are not limited to, the following: (i) PAE may be
unable to obtain stockholder approval as required for the proposed
transaction at the Special Meeting or any subsequent meeting;
(ii) other conditions to the closing of the proposed
transaction may not be satisfied; (iii) the proposed
transaction may involve unexpected costs, liabilities or delays;
(iv) the business of PAE may suffer as a result of uncertainty
surrounding the proposed transaction or the Special Meeting;
(v) shareholder litigation in connection with the proposed
transaction may affect the timing or occurrence of the proposed
transaction or the Special Meeting or result in significant costs
of defense, indemnification and liability; (vi) PAE may be
adversely affected by other economic, business, and/or competitive
factors; (vii) the occurrence of any event, change or other
circumstances could give rise to the termination of the Merger
Agreement or change in the date or occurrence of the Special
Meeting; (viii) PAE’s ability to recognize the anticipated
benefits of the proposed transaction; (ix) the risk that the
proposed transaction or the Special Meeting disrupts PAE’s current
plans and operations or diverts management’s or employees’
attention from ongoing business operations; and (x) other
risks to consummation of the proposed transaction, including the
risk that the proposed transaction will not be consummated within
the expected time period or at all. Additional factors that may
affect the future results of PAE and the proposed transaction are
set forth in filings that PAE makes with the SEC from time to time,
including those listed under “Risk Factors” in PAE’s Annual Report
on Form 10-K for the year ended December 31, 2020,
and filed with the SEC on March 16, 2021, and amended on
May 7, 2021, as updated, or supplemented by subsequent reports
that PAE has filed or files with the SEC. You are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. PAE assumes no
obligation to publicly update any forward-looking statement after
it is made, whether as a result of new information, future events
or otherwise, except as required by law.
Important Information for Investors and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of PAE by an affiliate of
Amentum. In connection with the proposed transaction, PAE filed the
Proxy on January 11, 2022. The Proxy was filed in connection with
the solicitation of proxies from PAE’s shareholders for the
proposed transaction. The Proxy will be mailed to PAE’s
stockholders seeking approval of the proposed transaction and
certain related matters. The Proxy contains important information
about the proposed transaction and related matters. BEFORE MAKING A
VOTING DECISION, SHAREHOLDERS OF PAE ARE URGED TO READ THE PROXY,
AND OTHER RELEVANT DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PAE, THE
SPECIAL MEETING, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Shareholders may obtain free copies of the Proxy and other
documents (when available) that PAE files with the SEC through the
website maintained by the SEC at www.sec.gov. Copies of the
documents filed with the SEC by PAE will also be available free of
charge on PAE’s investor relations website at
www.investors.pae.com or by contacting PAE’s Investor
Relations Department.
Participants in the Solicitation
PAE and certain of its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies from PAE’s stockholders in connection with the proposed
transaction. Information regarding the ownership of PAE securities
by PAE’s directors and executive officers is included in their SEC
filings on Forms 3, 4 and 5, and additional information about PAE’s
directors and executive officers is also available in PAE’s proxy
statement for its 2021 annual meeting of stockholders filed with
the SEC on April 30, 2021, and is supplemented by other
filings made, and to be made, with the SEC by PAE. Additional
information regarding persons who may be deemed participants in the
solicitation of proxies from PAE’s stockholders in connection with
the proposed transaction, including a description of their
respective direct or indirect interests, by security holdings or
otherwise, is included in the Proxy. These documents are or will be
available free of charge as described above.
For media inquiries regarding PAE,
contact:Celso PuenteVice President, Marketing and
CommunicationsPAE240-271-2916Celso.Puente@pae.com
For investor inquiries regarding PAE,
contact:Mark ZindlerVice President, Investor
RelationsPAE703-717-6017Mark.Zindler@pae.com
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