Filed by Leidos Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934, as amended
Subject Company: Leidos Holdings, Inc.
(Commission File No. 001-33072)
Leidos Shareholders Overwhelmingly Approve Requirement Necessary to Complete
Lockheed Martin Transaction, Re-Elect Nine Directors at Annual Meeting
RESTON, Va., Aug. 8, 2016 /PRNewswire/ Leidos Holdings, Inc. (NYSE: LDOS) announced that, based on preliminary results, its shareholders overwhelmingly
approved the issuance of shares of Leidos common stock necessary to complete the previously announced combination of Lockheed Martins Information Systems & Global Solutions (IS&GS) business with Leidos in a Reverse Morris Trust
transaction. The transaction is still subject to customary closing conditions. The merger is expected to be completed on or about August 16, 2016. Additionally, Leidos shareholders also voted to elect nine members of the Board of Directors and
supported Board recommendations on Leidos auditor, the advisory vote on executive compensation, and the advisory vote on transaction-related executive compensation.
Based on preliminary results, all Leidos Directors standing for election were re-elected to the Board:
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Harry M.J. Kraemer, Jr.
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Final voting tallies from this years annual meeting are subject to certification by
Leidos inspector of elections, and will be included in Leidos report to be filed with the Securities and Exchange Commission within a week.
About Leidos
Leidos is a science and technology
solutions leader working to address some of the worlds toughest challenges in national security, health and infrastructure. The Companys 18,000 employees support vital missions for government and commercial customers, develop innovative
solutions to drive better outcomes and defend our digital and physical infrastructure from new world threats. Headquartered in Reston, Virginia, Leidos reported annual revenues of approximately $5.09 billion for the 12 months ended
January 1, 2016. For more information, visit www.Leidos.com.
Cautionary Statement Regarding Forward Looking Statements
The forward looking statements contained in this document involve risks and uncertainties that may affect Leidos Holdings, Inc.s (Leidos)
operations, markets, products, services, prices and other factors as discussed in filings with the Securities and Exchange Commission (the SEC). These risks and uncertainties include, but are not limited to, economic, competitive, legal,
governmental and technological factors. Accordingly, there is no assurance that the expectations of Leidos will be realized. This document also contains statements about the proposed business combination transaction between Leidos and Lockheed
Martin Corporation (Lockheed Martin), in which Lockheed Martin will separate a substantial portion of its government information technology infrastructure services business and its technical services business, which have been realigned
in the Information Systems & Global Solutions (IS&GS) business segment, and combine this business with Leidos in a Reverse Morris Trust transaction (the Transaction). Many factors could cause actual results to differ
materially from these forward-looking statements with respect to the Transaction, including risks relating to the completion of the transaction on anticipated terms and timing, including anticipated tax treatment, the dependency of any split-off
transaction on market conditions and the value to be received in any split-off transaction, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies for the management, expansion and growth of the new combined companys operations, Leidos ability to integrate the businesses successfully and to achieve anticipated synergies,
and the risk that disruptions from the Transaction will harm Leidos business. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could
include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Leidos consolidated financial condition, results
of operations or liquidity. For a discussion identifying additional important factors that could cause actual results to vary materially from those anticipated in the forward-looking statements, see Leidos filings with the SEC, including the
prospectus included in the registration statement on Form S-4, the prospectus filed by Leidos pursuant to Rule 424(b)(3), as well as Managements Discussion and Analysis of Financial Condition and Results of Operations and
Risk Factors in Leidos annual report on Form 10-K for the period ended January 1, 2016, its Quarterly Reports filed on Form 10-Q, and such other filings that Leidos makes with the SEC from time to time, which are available at
http://www.Leidos.com and at the SECs web site at http://www.sec.gov. Leidos assumes no obligation to provide revisions or updates to any forward-looking statements should circumstances change, except as otherwise required by securities and
other applicable laws.
Additional Information and Where to Find It
In connection with the proposed transaction, Abacus Innovations Corporation, a wholly-owned subsidiary of Lockheed Martin created for the Transaction
(Splitco), has filed with the SEC,
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and the SEC declared effective on July 11, 2016, a registration statement on Form S-4 and Form S-1 containing a prospectus, and Leidos has filed with the SEC, and the SEC declared effective
on July 11, 2016, a registration statement on Form S-4 containing a prospectus. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENTS/PROSPECTUSES AS WELL AS ANY OTHER RELEVANT DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PARTIES AND THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the prospectuses and other documents filed with the SEC by Lockheed Martin, Splitco and Leidos at the SECs website at
http://www.sec.gov. Free copies of these documents and each of the companies other filings with the SEC, may also be obtained from Leidos website at http://www.Leidos.com.
Non-Solicitation
This communication 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.
Media Contact:
Melissa Koskovich
571.526.6850
koskovichm@leidos.com
Investor Relations:
Kelly P. Hernandez
571.526.6404
kelly.p.hernandez@leidos.com
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