Aerojet Rocketdyne Pays Previously-Declared Special Dividend
March 24 2021 - 4:05PM
Aerojet Rocketdyne Holdings, Inc. (NYSE: AJRD) today announced
payment of the previously-declared $5.00 per share special cash
dividend to holders of its common shares and convertible senior
notes, on an as-converted basis. The special dividend was paid to
holders of record as of March 10, 2021.
Payment of the special cash dividend was made in
connection with the anticipated acquisition of Aerojet Rocketdyne
by Lockheed Martin Corporation (NYSE: LMT) in an all-cash
transaction previously announced on December 20, 2020. Under the
terms of the acquisition agreement, Aerojet Rocketdyne’s payment of
the special dividend adjusts the consideration to be paid by
Lockheed Martin at closing from $56.00 per share to $51.00 per
share.
The transaction is expected to close in the
second half of 2021, pending receipt of regulatory approval under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and satisfaction of other closing conditions specified in
the acquisition agreement.
Forward-Looking
StatementsCertain information contained in this
communication should be considered “forward-looking statements” as
defined by Section 21E of the Securities Exchange Act of 1934, as
amended. All statements included in this communication, other than
statements of historical fact, may be forward-looking
statements.
The usage of words such as “estimate,” “may,”
“will,” “could,” “anticipate,” “expect,” “intend,” “believe,”
“continue” or the negative of such terms, or other similar
expressions, are intended to identify forward-looking statements.
In addition, any statements that refer to expectations, projections
or other characterizations of future events or circumstances are
forward-looking statements.
Actual results may be materially different from
any future results expressed or implied by such forward-looking
statements. Among other risks and uncertainties, there can be no
guarantee that the Merger will be completed, or if it is completed,
that it will close within the anticipated time frame. Additional
risks and uncertainties relating to the transaction include: (1)
conditions to the closing of the transaction contained in the
Merger Agreement may not be satisfied or waived; (2) the
transaction may involve unexpected costs, liabilities or delays;
(3) Aerojet Rocketdyne’s business may suffer as a result of
uncertainty surrounding the transaction, including due to
disruption of current plans and operations and the potential
difficulties in employee retention as a result of the transaction;
(4) the outcome of any legal proceedings related to the
transaction; (5) required regulatory approvals may not be obtained
on a timely basis or at all; and (6) an event, change or other
circumstance may occur that could give rise to the termination of
the Merger Agreement. Important risk factors that could cause
actual results or outcomes to differ from those expressed in the
forward-looking statements are described in the “Risk Factors”
section in Item 1A of our Annual Report on Form 10-K for the year
ended December 31, 2020 filed with the SEC on February 18, 2021,
and in the Company’s subsequent SEC filings. Forward-looking
statements speak only as of the date hereof, and no obligation is
assumed to update any forward-looking statements, even if
expectations change, except as required by law.
About Aerojet Rocketdyne Holdings,
Inc.Aerojet Rocketdyne Holdings, Inc., headquartered in El
Segundo, California, is an innovative technology-based manufacturer
of aerospace and defense products and systems, with a real estate
segment that includes activities related to the entitlement, sale,
and leasing of the Company’s excess real estate assets. More
information can be obtained by visiting the Company’s websites at
www.rocket.com or www.aerojetrocketdyne.com.
Contact information:Media: Steve Warren, vice
president, communications 703-650-0278Steven.Warren@rocket.com
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