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Raytheon acquires Applied Signal

Posted: 22 Dec 2010 ?? ?Print Version ?Bookmark and Share

Keywords:acquisition? radar? intelligence?

Raytheon Co. is acquiring Applied Signal Technology Inc. through an all cash tender offer for $38.00 per share. This price represents a premium of 8.5 percent to Applied Signal Technology's closing price of $35.02 on Dec. 17, 2010 and a premium of 37.0 percent to its closing price of $27.73 on Oct. 21, 2010, the date prior to which the Company disclosed its intention to explore strategic alternatives to enhance shareholder value.

William Van Vleet, CEO, Applied Signal Technology noted "We believe that the sale of Applied Signal to Raytheon clearly creates excellent value for our shareholders as well as for our customers in the defense and intelligence market. Our expertise and history of innovation across a range of strategic and tactical ISR products and services, including significant scale in the fast-growing network intelligence space, and Raytheon's technology portfolio, highly developed infrastructure and broad operating and development capabilities will create strong new capabilities for our customers."

Applied Signal, a market leader in advanced intelligence, surveillance, and reconnaissance (ISR) solutions, "brings world class technologies and talent that complement Raytheon's strong intelligence, surveillance and reconnaissance solutions," according to William Swanson, chairman and CEO, Raytheon.

Applied Signal Technology accepted the offer of Raytheon based on a comprehensive evaluative process conducted by its board of directors which compared several offers from multiple parties and explored other potential courses of action to create value for shareholders.

The definitive agreement was unanimously approved by the boards of directors of both companies. Applied Signal Technology's board intends to recommend that the company's shareholders tender their shares in the offer. Following the transaction, Applied Signal Technology Inc.'s operations will become part of Raytheon's Space and Airborne Systems business.

The transaction is expected to close in Q1 2011. Under the terms of the merger agreement, the transaction is conditioned upon, among other things, satisfaction of the minimum tender condition of 76.3 percent of the Company's common stock, the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. In the event that the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of shareholder approval.

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