CHANTILLY, Va., May 5, 2021 /PRNewswire/ -- Perspecta Inc. (NYSE:
PRSP) ("Perspecta" or the "Company") today announced that, at a
special meeting of stockholders held on May
5, 2021, the stockholders of the Company approved a proposal
to adopt the merger agreement under which Peraton, a portfolio
company of leading private investment firm Veritas Capital, will
acquire the Company for $29.35 per
share in cash.
The majority of shares of the Company's common stock issued and
outstanding as of the close of business on March 18, 2021, the record date for the Special
Meeting, voted to adopt the Merger Agreement. Perspecta will
provide final vote results for the special meeting, as certified by
the independent Inspector of Election, on a Form 8-K with the
Securities and Exchange Commission.
The proposed transaction is expected to close in the coming
days.
About Perspecta Inc.
At Perspecta (NYSE: PRSP), we question, we seek and we solve.
Perspecta brings a diverse set of capabilities to our U.S.
government customers in defense, intelligence, civilian, health
care and state and local markets. Our 280+ issued, licensed and
pending patents are more than just pieces of paper, they tell the
story of our innovation. With offerings in mission services,
digital transformation and enterprise operations, our team of
nearly 14,000 engineers, analysts, investigators and architects
work tirelessly to not only execute the mission, but build and
support the backbone that enables it. Perspecta was formed to take
on big challenges. We are an engine for growth and success and we
enable our customers to build a better nation. For more information
about Perspecta, visit perspecta.com.
Forward-Looking Statements
All statements and assumptions in this communication that do
not directly and exclusively relate to historical facts could be
deemed "forward-looking statements." Forward-looking statements are
often identified by the use of words such as "anticipates,"
"believes," "estimates," "expects," "may," "could," "should,"
"forecast," "goal," "intends," "objective," "plans," "projects,"
"strategy," "target" and "will" and similar words and terms or
variations of such. These statements represent current intentions,
expectations, beliefs or projections, and no assurance can be given
that the results described in such statements will be achieved.
Forward-looking statements include, among other things, statements
about the expected timing of completion of the proposed
transaction, as well as any assumptions underlying any of the
foregoing. Such statements are subject to numerous assumptions,
risks, uncertainties and other factors that could cause actual
results to differ materially from those described in such
statements, many of which are outside of the Company's control.
Important factors that could cause actual results to differ
materially from those described in forward-looking statements
include, but are not limited to, (i) uncertainties as to the timing
of the proposed transaction; (ii) the risk that the proposed
transaction may not be completed in a timely manner or at all;
(iii) the possibility that competing offers or acquisition
proposals for the Company will be made; (iv) the possibility that
any or all of the various conditions to the consummation of the
proposed transaction may not be satisfied or waived; (v) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement, including in
circumstances that would require the Company to pay a termination
fee or other expenses; (vi) the effect of the pendency of the
proposed transaction on the Company's ability to retain and hire
key personnel, its ability to maintain relationships with its
customers, suppliers and others with whom it does business, its
business generally or its stock price; (vii) risks related to
diverting management's attention from the Company's ongoing
business operations; (viii) the risk that stockholder litigation in
connection with the proposed transaction may result in significant
costs of defense, indemnification and liability; (ix) various risks
related to health epidemics, pandemics and similar outbreaks, such
as the COVID-19 pandemic, which may have material adverse effects
on the Company's business, financial position, results of
operations and/or cash flows; (x) any issue that compromises the
Company's relationships with the U.S. federal government, or any
state or local governments, or damages the Company's professional
reputation; (xi) changes in the U.S. federal, state and local
governments' spending and mission priorities that shift
expenditures away from agencies or programs that the Company
supports; (xii) any delay in completion of the U.S. federal
government's budget process; (xiii) failure to comply with numerous
laws, regulations and rules, including regarding procurement,
anti-bribery and organizational conflicts of interest; (xiv)
failure by the Company or its employees to obtain and maintain
necessary security clearances or certifications; (xv) the Company's
ability to compete effectively in the competitive bidding process
and delays, contract terminations or cancellations caused by
competitors' protests of major contract awards received by the
Company; (xvi) the Company's ability to accurately estimate or
otherwise recover expenses, time and resources for its contracts;
(xvii) problems or delays in the development, delivery and
transition of new products and services or the enhancement of
existing products and services to meet customer needs and respond
to emerging technological trends; (xviii) failure of third parties
to deliver on commitments under contracts with the Company; (xix)
misconduct or other improper activities from the Company's
employees or subcontractors; (xx) delays, terminations, or
cancellations of the Company's major contract awards, including as
a result of its competitors protesting such awards; (xxi) failure
of the Company's internal control over financial reporting to
detect fraud or other issues; (xxii) failure or disruptions to the
Company's systems, due to cyber-attack, service interruptions or
other security threats; (xxiii) failure to be awarded task orders
under the Company's indefinite delivery/indefinite quantity
contracts; (xxiv) changes in government procurement, contract or
other practices or the adoption by the government of new laws,
rules and regulations in a manner adverse to the Company; (xxv)
uncertainty from the expected discontinuance of the London
Interbank Offered Rate and transition to any other interest rate
benchmark; and (xxvi) other factors as set forth from time to time
in the Company's filings with the SEC, including its Annual Report
on Form 10-K for the fiscal year ended March
31, 2020, as may be updated or supplemented by any
subsequent Quarterly Reports on Form 10-Q or other filings with the
SEC. Readers are cautioned not to place undue reliance on such
statements which speak only as of the date they are made. The
Company does not undertake any obligation to update or release any
revisions to any forward-looking statement or to report any events
or circumstances after the date of this communication or to reflect
the occurrence of unanticipated events except as required by
law.
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SOURCE Perspecta Inc.