Record date set for September 23, 2024
Distribution date and closing date for spin-off
and merger with Amentum set for September
27, 2024
Amazon Holdco Inc. to be renamed "Amentum
Holdings, Inc.," effective as of the completion of the spin-off and
merger
DALLAS, Sept. 13,
2024 /PRNewswire/ -- Jacobs (NYSE:J) announced today
that its Board of Directors has set the close of business on
September 23, 2024, as the record
date for the spin-off distribution of its Critical Mission
Solutions and Cyber & Intelligence government services
businesses. The spin-off is part of Jacobs' previously announced
plan to separate these businesses and merge them with Amentum in a
Reverse Morris Trust transaction. The spin-off and merger are
expected to be completed at 4:05 p.m.
and 4:10 p.m. Eastern Time,
respectively, on September 27, 2024,
and will create a new publicly traded company listed on the NYSE
named Amentum Holdings, Inc. ("Amentum").
Jacobs CEO Bob Pragada said,
"This is an important milestone in establishing two leading
companies, both with a clear strategy for long-term value creation.
Jacobs will continue to operate as a premier technology-enabled
solutions provider, and under CEO John
Heller, Amentum will be a leading provider of engineering
and technology solutions for the U.S., the U.K. and other allied
governments."
Distribution
Holders of Jacobs common stock will be entitled to receive one
share of Amentum common stock for every one share of Jacobs common
stock held as of the close of business on September 23, 2024, the record date for the
distribution. No shareholder action is necessary to receive shares
in the distribution. Jacobs shareholders who hold Jacobs common
stock on the record date will receive a book-entry account
statement reflecting their ownership of Amentum common stock or
their brokerage account will be credited with Amentum common
stock.
Immediately after completion of the spin-off and merger
transactions, Jacobs' shareholders will own 51% of the issued and
outstanding shares of common stock of Amentum, and Jacobs will own
7.5%. An additional 4.5% of issued and outstanding common stock of
Amentum (the "contingent consideration") will be placed in escrow,
to be released and delivered in the future to Jacobs and its
shareholders or the former sole equityholder of Amentum, depending
on the achievement of certain fiscal year 2024 operating profit
targets by Jacobs' Critical Mission Solutions and Cyber &
Intelligence government services businesses. To the extent Jacobs
and its shareholders become entitled to any portion of the
contingent consideration, the first 0.5% of the outstanding and
issued shares of Amentum will be released from escrow and delivered
to Jacobs. Any further contingent consideration to which Jacobs and
its shareholders may become entitled will be distributed on a pro
rata basis to Jacobs' shareholders as of a record date to be
determined in the future. In all, Jacobs and its shareholders are
expected to own between 58.5% and 63% of the issued and outstanding
shares of common stock of Amentum. Any shares of contingent
consideration to which Jacobs and its shareholders do not become
entitled to receive will be delivered to the former sole
equityholder of Amentum. Jacobs intends to dispose of its stake in
Amentum within 12 months of the distribution.
Additional details about the distribution are described in the
information statement included as part of the registration
statement on Form 10 (the "Form 10") filed by Amazon Holdco Inc.,
which will be renamed Amentum Holdings, Inc., with the U.S.
Securities and Exchange Commission (the "SEC"), available on the
SEC's website at www.sec.gov.
The spin-off and merger remain subject to the satisfaction or
waiver of certain conditions described in the Form 10 including,
but not limited to, the effectiveness of the Form 10. If certain
closing conditions are not satisfied or waived in advance of
September 23, 2024, Jacobs may elect
to change the record date to a later date.
Trading Details
Jacobs expects that a "when-issued" public trading market for
Amentum common stock will commence on the New York Stock Exchange
("NYSE") on or about September 24,
2024, and will continue up to and including the distribution
date of Friday, September 27, 2024,
under the ticker symbol "AMTM WI." Jacobs also anticipates that
"regular-way" trading of Amentum common stock will begin on
September 30, 2024, under the ticker
symbol "AMTM." After completion of the distribution, Jacobs will
continue to trade in the regular way on the NYSE under the ticker
symbol "J."
Beginning on or about September 24,
2024, and continuing up to and including the distribution
date, it is expected that there will be two ways to trade Jacobs
common stock on the NYSE: with or without the distribution of
Amentum common stock. Jacobs shareholders who sell their shares of
Jacobs common stock in the "regular way" market under the ticker
symbol "J" from the record date and up to and including the
distribution date will be selling their right to receive shares of
Amentum in connection with the distribution. Jacobs' shareholders
who sell their shares of Jacobs common stock in the
"ex-distribution" market, under the ticker symbol "J WI," beginning
on or about September 24, 2024, and
continuing until and including the distribution date will sell
their Jacobs shares but retain their right to receive shares of
Amentum common stock in connection with the distribution. In
addition, Jacobs shareholders who sell shares under the symbol
"AMTM WI" will be selling their right to receive shares of Amentum
common stock in connection with the distribution, but will retain
their Jacobs shares. Investors are encouraged to consult with their
financial advisors regarding the specific implications of buying or
selling shares of Jacobs common stock on or before the distribution
date.
About Jacobs
At Jacobs, we're challenging today to reinvent tomorrow by
solving the world's most critical problems for thriving cities,
resilient environments, mission-critical outcomes, operational
advancement, scientific discovery and cutting-edge manufacturing,
turning abstract ideas into realities that transform the world for
good. With approximately $16 billion
in annual revenue and a talent force of more than 60,000, Jacobs
provides a full spectrum of professional services including
consulting, technical, scientific and project delivery for the
government and private sector.
Visit jacobs.com and connect with Jacobs
on Facebook, Instagram, LinkedIn and X.
About Amentum
Amentum is a leader in global engineering, project management
and solutions integration, trusted to modernize the most
critical missions anywhere in the world. Driven to create a
safer, smarter, cleaner world, we innovate as a team of inventive
doers passionate about making a difference. Underpinned by a strong
culture of ethics, safety and inclusivity, Amentum is fiercely
committed to operational excellence and successful execution.
Headquartered in Chantilly,
Virginia, we have more than 35,000 employees in 79 countries
in all 7 continents. Visit us at amentum.com to learn how
we solve what's next.
Certain statements contained in this press release constitute
forward-looking statements within the meaning of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are statements that do not directly relate to any
historical or current fact. When used herein, words such as
"expects," "anticipates," "believes," "seeks," "estimates,"
"plans," "intends," "future," "will," "would," "could," "can,"
"may," "target," "goal" and similar words are intended to identify
forward-looking statements. Examples of forward-looking statements
include, but are not limited to, statements we make concerning the
expected timing of our plans to spin off and merge with Amentum the
CMS business and the above-referenced portion of the DVS business
(hereinafter referred to collectively as the combined business or
the combined company) in a proposed transaction that is intended to
be tax-free to shareholders for U.S. federal income taxes purposes,
Jacobs' and its shareholders' respective ownership percentages in
the combined company, the disposition of Jacobs' retained stake in
the combined company, the expected timing or amount of any future
distribution of contingent consideration, structure and tax
treatment of the proposed transaction, the ability of the parties
to complete the proposed transaction, the potential benefits and
synergies of the proposed transaction, including future financial
and operating results and strategic benefits, the description of
the combined company's anticipated revenue, business and growth
opportunities, and the combined company's plans, objectives,
expectations and intentions, legal, economic and regulatory
conditions, and any assumptions underlying any of the
foregoing.
Although such statements are based on Jacobs' and Amentum's
current estimates and expectations, and/or currently available
competitive, financial, and economic data, forward-looking
statements are inherently uncertain, and you should not place undue
reliance on such statements as actual results may differ
materially. We caution the reader that there are a variety of
risks, uncertainties and other factors that could cause actual
results to differ materially from what is contained, projected or
implied by our forward-looking statements.
Such factors include uncertainties as to the structure and
timing of the proposed transaction, the impact of the proposed
transaction on Jacobs and the combined company if the proposed
transaction is completed, the possibility that the proposed
transaction may not qualify for the expected tax treatment, the
possibility that closing conditions for the proposed transaction
may not be satisfied or waived, on a timely basis or otherwise, the
risk that any consents or approvals required in connection with the
proposed transaction may not be received, the risk that the
proposed transaction may not be completed on the terms or in the
time-frame expected by the parties, unexpected costs, charges or
expenses resulting from the proposed transaction, business and
management strategies and the growth expectations of the combined
entity, risk relating to the combination and integration of the
businesses and the ability to implement its business strategy and
realize the expected benefits, including the ability to realize the
estimated synergies, the inability of Jacobs and the combined
entity to retain and hire key personnel, customers or suppliers
while the proposed transaction is pending or after it is completed,
as well as other factors that may impact Jacobs or the combined
business, such as competition from existing and future competitors
in its target markets, financial market risks that may affect
Jacobs or the combined business, including by affecting Jacobs' or
the combined business' access to capital, as well as general
economic conditions, including inflation and the actions taken by
monetary authorities in response to inflation, changes in interest
rates and foreign currency exchange rates, changes in capital
markets, the impact of a possible recession or economic downturn on
our results, prospects and opportunities, and geopolitical events
and conflicts, the risk that disruptions from the proposed
transaction will impact the Jacobs' or Amentum's business, the risk
that the separation of the businesses from Jacobs may be more
difficult than expected, a possible decrease in the trading price
of Jacobs' shares, as well as factors related to our business or
detailed from time to time in Jacobs' reports filed with the SEC.
The foregoing factors and potential future developments are
inherently uncertain, unpredictable and, in many cases, beyond our
control. For a description of these and additional factors that may
occur that could cause actual results to differ from our
forward-looking statements see our Annual Report on Form 10-K for
the year ended September 29, 2023,
and in particular the discussions contained therein under Item 1 -
Business; Item 1A - Risk Factors; Item 3 - Legal Proceedings; and
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations, our Quarterly Reports on Form
10-Q, as well as Jacobs' other filings with the SEC. Jacobs is not
under any duty to update any of the forward-looking statements
after the date of this presentation to conform to actual results,
except as required by applicable law. We encourage you to read
carefully the risk factors, as well as the financial and business
disclosures contained in our Annual Report on Form 10-K, our
Quarterly Reports on Form 10-Q and in other documents we file from
time to time with the SEC.
Contacts:
Investors
Ayan Banerjee, Senior Vice President
– Finance, Treasury, Investor Relations & Corporate
Development:
JacobsIR@jacobs.com
Media
Louise White, Senior Vice President
– Marketing, Communications & Brand:
+1 (469) 724-0810
louise.white@jacobs.com
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