United States Lockheed Tender

Lockheed Martin Corporation announced it has entered into a definitive agreement to acquire Aerojet Rocketdyne Holdings Inc. for 56 per share in cash which is expected to be reduced to 51 per share after the payment of a pre-closing special dividend. This represents a post-dividend equity value of 4.6 billion and a total transaction value of 4.4 billion including the assumption of net cash.As part of approving the transaction Aerojet Rocketdyne announced a special cash dividend revocable at its option through the payment date of 5 per share to its holders of record of common stock and convertible senior notes on an as-converted basis as of the close of business on March 10 2021 and payable on March 24 2021.Acquiring Aerojet Rocketdyne will preserve and strengthen an essential component of the domestic defense industrial base and reduce costs for our customers and the American taxpayer said James Taiclet Lockheed Martin president and CEO. This transaction enhances Lockheed Martins support of critical U.S. and allied security missions and retains national leadership in space and hypersonic technology. We look forward to welcoming their talented team and expanding Lockheed Martins position as the leading provider of 21st century warfare solutions.With 2019 revenue of approximately 2 billion nearly 5000 employees and 15 primary operations sites across the United States Aerojet Rocketdyne is a world-recognized aerospace and defense rocket engine manufacturer. Aerojet Rocketdyne has deep customer relationships and significant demand for its innovative technologies. The proposed acquisition adds substantial expertise in propulsion to Lockheed Martins portfolio and expands on the solid foundation built by Lockheed Martin and Aerojet Rocketdyne over many years. Aerojet Rocketdynes propulsion systems are already a key component of Lockheed Martins supply chain and several advanced systems across its Aeronautics Missiles and Fire Control and Space business areas.The transaction is expected to close in the second half of 2021 and is subject to the satisfaction of customary closing conditions including regulatory approvals and approval by Aerojet Rocketdynes stockholders. Lockheed Martin has a history of successful integrations and will work to efficiently deliver the many strategic and financial benefits of this transaction. A transition team will be formed to allow for a seamless integration and ensure continuity for customers employees and other stakeholders.