Boeing successfully completes acquisition of Argon ST
The Boeing Company today completed its acquisition of Argon ST Inc.. Argon ST, based in Fairfax, Va., develops C4ISR (Command, Control, Communications, Computers, Intelligence, Surveillance, and Reconnaissance) and combat systems. Boeing on June 30 announced its intent to acquire Argon ST as part of the company's strategy to expand its capabilities to address the C4ISR, cyber and intelligence markets.
As a result of the merger, Argon ST is now a wholly owned subsidiary of Boeing and a new division of Boeing Network & Space Systems, a business within the Boeing Defense, Space & Security operating unit.
Immediately prior to the merger, Vortex Merger Sub Inc., a wholly owned subsidiary of Boeing, successfully completed its cash tender offer to purchase all of the outstanding shares of common stock of Argon ST. Based on information from the depositary for the tender offer, as of the expiration of the tender offer at 12:00 midnight, Eastern time, at the end of the day on Wednesday, Aug. 4, 2010, 20,055,713 shares of common stock of Argon ST (excluding shares to be delivered pursuant to notices of guaranteed delivery), representing approximately 91 percent of the shares outstanding and 83 percent of the shares outstanding on a fully diluted basis, were validly tendered and not validly withdrawn prior to the expiration of the tender offer. All such shares have been accepted for payment in accordance with the terms of the tender offer.
In order to effect the short-form merger with Argon ST, Vortex Merger Sub exercised its option to purchase 16,600,352 shares of Argon ST common stock, which is the number of shares sufficient to cause Vortex Merger Sub to own one share more than 90 percent of the shares outstanding on a fully diluted basis immediately after the exercise of such option.
Shareholders of Argon ST will receive $34.50 in cash, without interest and less any applicable withholding taxes, for each share of Argon ST common stock.
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