Brian Bradley
NS&D Monitor
1/30/2015
In separate meetings regarding their companies’ planned merger on Jan. 27, Orbital stockholders voted to approve the merger while 97 percent of ATK stockholders voted in favor of issuing shares worth $0.01 each, to Orbital stockholders, ATK announced on Jan. 27. ATK is issuing approximately 77 percent of the total number of outstanding shares of ATK common stock as of Dec. 16, per the agreement, according to an ATK press release. Orbital stockholders will receive 0.449 shares of ATK common stock for each share of Orbital common stock they hold, resulting in ATK shareholders owning approximately 53.8 percent of the combined company and Orbital shareholders owning approximately 46.2 percent of the combined company. ATK’s defense arm builds propulsion systems for Minuteman 3 and Trident 2 missiles, and its Launch Systems division is one of four businesses composing the Consolidated Nuclear Security team that manages the National Nuclear Security Administration’s Y-12 and Pantex plants.
ATK plans to spin off its Sporting Group, which will become Vista Outdoor Inc., and immediately thereafter will complete the merger. “We are very pleased with the resounding approval from our stockholders,” said Mark DeYoung, ATK President and Chief Executive Officer (CEO) and future Chairman and CEO for Vista Outdoor. “The affirmation and confidence from our investors support the vision to create two strong, independent companies with leadership in their core markets. I want to thank our stockholders for their support of this vision and strategy. The favorable shareholder vote allows us to now move forward and finalize this transformational and value-creating transaction. We anticipate closing both the spin-off and the merger on February 9.”
On the merger closing date, ATK stockholders will receive two shares of Vista Outdoor common stock for every share of ATK stock they hold on the distribution record date of Feb. 2, according to the release. As a result, ATK stockholders will own 100 percent of Vista Outdoor. Following closing, ATK will be renamed Orbital ATK.
