Attached files
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EX-9.1 - EX-9.1 - DYNCORP INTERNATIONAL INC. | d72150exv9w1.htm |
EX-2.1 - EX-2.1 - DYNCORP INTERNATIONAL INC. | d72150exv2w1.htm |
EX-4.1 - EX-4.1 - DYNCORP INTERNATIONAL INC. | d72150exv4w1.htm |
EX-10.1 - EX-10.1 - DYNCORP INTERNATIONAL INC. | d72150exv10w1.htm |
8-K - FORM 8-K - DYNCORP INTERNATIONAL INC. | d72150e8vk.htm |
Exhibit 99.1
DYNCORP INTERNATIONAL INC. TO BE ACQUIRED BY
CERBERUS CAPITAL MANAGEMENT, L.P.
CERBERUS CAPITAL MANAGEMENT, L.P.
DynCorp International Stockholders to Receive $17.55 per Share in Cash;
Transaction Valued at $1.5 Billion
Transaction Valued at $1.5 Billion
Falls Church, VA, April 12, 2010 DynCorp International, Inc. (NYSE: DCP), a leading global
government services provider in support of U.S. national security and foreign policy
objectives, today announced it has entered into a definitive agreement to be acquired by
affiliated funds and/or managed accounts of private investment firm Cerberus Capital
Management, L.P. (Cerberus) in a transaction with a total value of approximately $1.5
billion, including the assumption of debt.
The agreement was approved by DynCorp Internationals Board of Directors and the Board will
recommend that DynCorp Internationals stockholders approve the transaction. Under the
agreement, DynCorp Internationals stockholders will receive $17.55 in cash for each share of
DynCorp International common stock they own, representing a premium of approximately 49%
percent, based on the closing trading price of $11.75 on April 9, 2010, and approximately 50%
over the 90-day average closing trading price. Cerberus has obtained fully committed financing
for the transaction, consisting of a combination of equity financing from Cerberus and debt
financing from Bank of America Merrill Lynch, Citigroup Global Markets Inc., Barclays Bank PLC,
and Deutsche Bank Securities Inc. Each institution acted as a financial advisor to Cerberus as
well.
William L. Ballhaus, DynCorp Internationals President and Chief Executive Officer, commented
on the transaction stating, We are very excited about todays announcement and what it means
for DynCorp International, our employees and our customers going forward. I believe that under
this partnership with Cerberus, DynCorp International will be able to build on our extensive
heritage and successful performance to continue to achieve our growth objectives. Importantly,
this transaction is a major milestone for DynCorp Internationals continued leadership in
serving our customers and supporting U.S. national security and foreign policy objectives.
Cerberus is pleased to partner with the outstanding management team and dedicated employees
of DynCorp International, said Timothy F. Price, Cerberus Managing Director and spokesperson.
This exciting news underscores our successful track record in the government services sector
and furthers our goal of continuing to grow our portfolio in this area. DynCorp International
has a demonstrated history of strong customer oriented performance, from a unique global
platform. We are confident that DynCorp International will continue to serve its customers
well while expanding its service offerings to current and prospective customers.
Transaction Details
Completion of the transaction is subject to customary conditions, including approval of the
merger by the holders of a majority of the outstanding shares of DynCorp Internationals common
stock and regulatory approvals including expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Assuming the satisfaction of
conditions, the transaction is expected to close in the third or fourth calendar quarter of
2010. Upon completion of the merger, DynCorp International will become a private company,
wholly-owned by Cerberus.
Under the terms of the agreement, DynCorp International may solicit alternative proposals
from third parties for the 28-day period following the signing and intends to consider any
such proposals. There can be no assurance that the solicitation of such proposals will
result in an alternative transaction. In addition, DynCorp International may, at any time,
subject to the terms of the merger agreement, respond to unsolicited proposals.
Affiliates of Veritas Capital Fund Management, L.L.C. have executed a Voting Agreement
pursuant to which they have agreed to vote shares owned by them representing, in the
aggregate, 34.9% of the outstanding shares of DynCorp International in favor of the
transaction.
Goldman, Sachs & Co. acted as financial advisor to DynCorp International. Schulte Roth & Zabel
LLP acted as outside legal counsel to the Company and Board of Directors of the Company.
Richards, Layton & Finger, P.A. acted as special outside counsel to the Board of Directors of
the Company.
Evercore Partners along with the previously mentioned Banks acted as financial advisors to
Cerberus. Akin Gump Strauss Hauer & Feld LLP and Jenner & Block, LLP acted as outside legal
counsel to Cerberus.
About DynCorp International Inc.
DynCorp International is a global government services provider in support of U.S. national
security and foreign policy objectives, delivering support solutions for defense, diplomacy,
and international development. DynCorp International operates major programs in logistics,
platform support, contingency operations, and training and mentoring to reinforce security,
community stability, and the rule of law. DynCorp International is headquartered in Falls
Church, Va. For more information, visit www.dyn-intl.com.
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About Cerberus Capital Management, L.P.
Cerberus Capital Management, L.P., along with its affiliates, is one of the worlds leading
private investment firms with approximately $23 billion under management in funds and accounts.
Through its team of investment and operations professionals, Cerberus specializes in providing
both financial resources and operational expertise to help transform undervalued companies into
industry leaders for long-term success and value creation. Cerberus holds controlling or
significant minority interests in companies around the world. Cerberus is headquartered in New
York City with affiliate and/or advisory offices in the United States, Europe, the Middle East
and Asia. For more information, visit www.cerberuscapital.com.
Forward-Looking Statements
This communication contains forward-looking statements that involve numerous risks and
uncertainties. The statements contained in this communication that are not purely historical
are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Exchange Act of 1934, as amended, including, without
limitation, statements regarding the expected benefits and closing of the proposed Merger, the
management of the Company and the Companys expectations, beliefs and intentions. All
forward-looking statements included in this communication are based on information available to
the Company on the date hereof. In some cases, you can identify forward-looking statements by
terminology such as may, can, will, should, could, expects, plans, anticipates,
intends, believes, estimates, predicts, potential, targets, goals, projects,
outlook, continue, preliminary, guidance, or variations of such words, similar
expressions, or the negative of these terms or other comparable terminology. No assurance can
be given that any of the events anticipated by the forward-looking statements will transpire or
occur, or if any of them do so, what impact they will have on our results of operations or
financial condition. Accordingly, actual results may differ materially and adversely from those
expressed in any forward-looking statements. Neither the Company nor any other person can
assume responsibility for the accuracy and completeness of forward-looking statements. There
are various important factors that could cause actual results to differ materially from those
in any such forward-looking statements, many of which are beyond the Companys control. These
factors include: failure to obtain stockholder approval of the proposed Merger; failure to
obtain, delays in obtaining or adverse conditions contained in any required regulatory or other
approvals; failure to consummate or delay in consummating the transaction for other reasons;
changes in laws or regulations; and changes in general economic conditions. The Company
undertakes no obligation (and expressly disclaims any such obligation) to publicly update or
revise any forward-looking statement, whether as a
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result of new information, future events or otherwise. For additional information please refer
to the Companys most recent Form 10-K, 10-Q and 8-K reports filed with the SEC.
Additional Information and Where To Find It
In connection with the proposed Merger and required stockholder approval, the
Company will file a proxy statement with the SEC. The definitive proxy statement will be mailed
to stockholders of the Company. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Investors and security holders may
obtain free copies of these documents (when they are available) and other documents filed with
the SEC at the SECs web site at www.sec.gov. In addition, the documents filed by the Company
with the SEC may be obtained free of charge by contacting DynCorp International Inc., Attn:
Corporate Secretary, DynCorp International Inc., 3190 Fairview Park Drive, Suite 700, Falls
Church, VA 22042. Our filings with the SEC are also available on our website at
http://www.dyn-intl.com
The Company and its executive officers and directors may be deemed to be participants in the
solicitation of proxies from the Companys stockholders with respect to the Merger.
Information about the Companys executive officers and directors and their ownership of the
Companys Class A Common Stock is set forth in the proxy statement for the Companys 2009
Annual Meeting of Stockholders, which was filed with the SEC on June 15, 2009. Investors and
security holders may obtain more detailed information regarding the direct and indirect
interests of the Company and its respective executive officers and directors in the Merger by
reading the preliminary and definitive proxy statements regarding the Merger, which will be
filed with the SEC.
This communication shall not constitute an offer to sell or the solicitation of an offer to
sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction.
For Further Information, contact:
DynCorp
International
Craig R. Reed
Senior Vice President, Strategy & Corporate Development
703-462-7253
Craig R. Reed
Senior Vice President, Strategy & Corporate Development
703-462-7253
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