CHANTILLY, Va.--(BUSINESS WIRE)--Dec. 30, 2013--
Engility Holdings, Inc. (NYSE:EGL) today announced the commencement of a
tender offer for all of the outstanding shares of common stock of
Dynamics Research Corporation (“DRC”) (NASDAQ: DRCO) for $11.50 per
share in cash, without interest and subject to any required withholding
taxes. The tender offer is being made pursuant to an Offer to Purchase,
dated December 30, 2013, and in connection with the previously announced
Agreement and Plan of Merger, dated December 20, 2013 (the “Merger
Agreement”), among DRC, Engility Corporation and Engility Solutions, Inc.
The tender offer will expire on Tuesday, January 28, 2014 at midnight,
New York City time, unless the offer is extended. The tender offer is
subject to conditions set forth in the Merger Agreement, including,
without limitation, the expiration or termination of any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and there being validly tendered and not withdrawn
prior to the expiration of the tender offer, at least a two-thirds
majority of the outstanding shares of common stock of DRC, calculated on
a fully diluted basis.
Today, Engility will file with the U.S. Securities and Exchange
Commission (the “SEC”) a Tender Offer Statement on Schedule TO,
containing the Offer to Purchase, form of Letter of Transmittal and
related tender offer documents, setting forth in detail the terms and
conditions of the tender offer. DRC will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 setting forth in
detail, among other things, the recommendation of DRC’s Board of
Directors that DRC shareholders accept the tender offer and tender their
shares to Engility pursuant to the tender offer. As previously
disclosed, DRC’s Board of Directors has unanimously approved the
The Depositary for the tender offer is American Stock Transfer & Trust
Company, LLC, Operations Center, Attn: Reorganization Department, P.O.
Box 2042, New York, New York 10272-2042. The Information Agent for the
tender offer is MacKenzie Partners, Inc., 105 Madison Avenue, New York,
New York 10016. The tender offer documents may be obtained at no charge
by directing a request by mail to MacKenzie Partners, Inc. or by calling
toll-free at (800) 322-2885.
ABOUT ENGILITY CORPORATION
Engility is a pure-play government services contractor providing highly
skilled personnel wherever, whenever they are needed in a cost-effective
manner. Headquartered in Chantilly, Virginia, Engility is a leading
provider of specialized technical consulting, program and business
support services, engineering and technology lifecycle support,
information technology modernization and sustainment, supply chain
services and logistics management, and training and education for the
U.S. Government. Engility has approximately 7,000 employees worldwide
and achieved revenue of $1.66 billion in 2012. To learn more about
Engility, please visit www.engilitycorp.com.
Engility Solutions, Inc. is a Massachusetts corporation formed for the
purpose of making the tender offer and is a direct wholly owned
subsidiary of Engility Corporation.
This press release contains forward-looking statements with respect the
tender offer and related transactions and expectations with respect to
the closing of the tender offer and related transactions. When used in
this press release, the words "will," "expected," "anticipated," similar
expressions and any other statements that are not historical facts are
intended to identify those assertions as forward-looking statements.
Such statements are based on a number of assumptions that could
ultimately prove inaccurate, and are subject to a number of risk
factors, including uncertainties as to how many of DRC's shareholders
may tender their stock in the tender offer, the possibility that a
governmental entity may prohibit, delay or refuse to grant approval for
the consummation of the transaction, and general economic and business
conditions. Engility does not assume any obligation to update any
forward-looking statement, whether as a result of new information,
future events or otherwise. Factors that could cause actual results of
the tender offer to differ materially include the following: costs
related to the transaction, the risk of failing to obtain any regulatory
approvals or satisfy conditions to the transaction, the risk that the
transaction will not close or that closing will be delayed, the risk
that Engility's and DRC's respective businesses will suffer due to
uncertainty related to the transaction, the competitive environment in
our industry and competitive responses to the transaction as well as
risk factors set forth above. Further information on factors which could
affect the company's financial results is provided in documents filed by
Engility with the U.S. Securities and Exchange Commission.
NOTICE TO INVESTORS
This press release is for informational purposes only and is not an
offer to purchase any shares of DRC or a solicitation of an offer to
sell securities. Engility will file today a tender offer statement on
Schedule TO, including an offer to purchase, a letter of transmittal and
related documents, with the United States Securities and Exchange
Commission (the “SEC”) and DRC will file today a
solicitation/recommendation statement on Schedule 14D-9 with the SEC.
The tender offer statement (including an offer to purchase, a related
letter of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important information
that should be read carefully before any decision is made with respect
to the tender offer. Such materials will be made available to DRC
shareholders at no expense to them. In addition, such materials (and all
other offer documents filed with the SEC) will be available at no charge
on the SEC’s website at www.sec.gov.
Source: Engility Holdings, Inc.
Corporate Communications and Media:
Eric Ruff, 703-375-6463
Engility Holdings, Inc.