posted 04-29-2014 07:18 AM               

Orbital and ATK's Aerospace and Defense Groups to Combine in $5 Billion Merger-of-Equals to Create "Orbital ATK", a New Global Aerospace and Defense Systems Company

Orbital Sciences Corporation (NYSE: ORB) today (April 29) announced that it has entered into a definitive agreement with Alliant Techsystems Inc. (NYSE: ATK), which will combine Orbital and ATK's Aerospace and Defense (A&D) Groups to create a $4.5 billion (combined calendar year 2013 annual revenue), 13,000-person space, defense and aviation systems developer and manufacturer. The new company, to be called Orbital ATK, Inc., will serve U.S. and international customers with leading positions in the markets for space launch vehicles and propulsion systems, tactical missiles and defense electronics, satellites and space systems, armament systems and ammunition, and commercial and military aircraft structures and related components. As part of the transaction, ATK will spin off its Sporting Group, which focuses on commercial sporting equipment, to its shareholders.

The tax-free stock-for-stock merger-of-equals transaction, valued at approximately $5.0 billion based on Orbital's closing stock price yesterday, will combine Orbital's small- and medium-class satellite and launch vehicle product lines with ATK A&D's rocket propulsion, composite structures and space power systems to produce even more capable and affordable space and missile defense products. At the same time, it will enhance ATK A&D's strategic and tactical missile systems and propulsion, precision weapons and military armament, and commercial and military aircraft programs by leveraging Orbital's systems design, engineering and integration capabilities to provide greater value-added to current and future customers.

Orbital ATK will draw on a talented and experienced group of leaders from both organizations for key governance and management positions. A 16-member Board of Directors will be led by Chairman Gen. Ronald R. Fogleman (U.S. Air Force, ret.) and will include seven directors from ATK's Board and nine directors from Orbital's Board.

Mr. David W. Thompson, Orbital's President and Chief Executive Officer, will be President and Chief Executive Officer of the new company; Mr. Blake E. Larson, President of ATK's Aerospace Group, will serve as its Chief Operating Officer; and Mr. Garrett E. Pierce, Orbital's Chief Financial Officer, will hold the same position in the new company. Other key management positions will be determined prior to the transaction's closing, with an equitable and balanced selection of senior executives from each company expected in the new organization.

"This merger-of-equals combination of Orbital and ATK Aerospace and Defense brings together two of the space and defense industry's most innovative developers and cost-efficient manufacturers who have worked closely together for over 25 years. By building on complementary technologies, products and know-how and highly-compatible cultures, the new Orbital ATK will deliver even more affordable space, defense and aviation systems to our existing customers and be strongly positioned to expand into adjacent areas," said Mr. Thompson.

"The proposed merger will generate cost and revenue synergies and create a more streamlined and competitive operator," said Mr. Mark W. DeYoung, ATK's Chief Executive Officer. "We see opportunities to build on ATK's success in Aerospace and Defense through a combination with Orbital's proven track record in creating new launch vehicles, satellites and other advanced space technologies. We are both focused on enhancing the capability of existing customer systems by developing solutions that can be more flexibly deployed to support their mission with enhanced cost-effectiveness. We also see significant opportunities for growth as new programs are initiated or begin to ramp up production."

Orbital ATK will employ about 13,000 people, including over 4,300 engineers and scientists and 7,400 production and operations specialists, at engineering centers, research laboratories, manufacturing facilities, and test and launch sites in 17 states. Employees will benefit from expanded long-term career opportunities and enhanced job stability by being part of a larger, more diverse and financially stronger enterprise dedicated to technological innovation, fast product cycles and operational efficiency. The combined company will be headquartered at Orbital's existing Dulles, Virginia campus, with major employee sites in Utah, Missouri, Virginia, Arizona, Maryland, West Virginia, California and Minnesota.

Based on 2013 financial results, the new company would have combined annual revenues of about $4.5 billion, EBITDA over $575 million and total contract backlog more than $11 billion. Net debt of Orbital ATK at closing is expected to be about $1.4 billion, after taking into account combined cash balances of approximately $300 million. Annual revenue and cost synergies of $220-300 million are expected by 2016, consisting of $150-200 million of incremental annual revenue and $70-100 million of annual cost reductions.

In the merger, ATK shareholders will own approximately 53.8% of the equity of the combined company and Orbital shareholders will own approximately 46.2%. The combination, which has been unanimously approved by the Boards of both companies, is to be effected in a tax-free "Morris Trust" transaction structure, with a spin-off of ATK's Sporting Group to its shareholders immediately prior to the merger. The merger is conditioned on approval by the shareholders of both companies, the receipt of regulatory approvals, and other customary closing conditions. The transaction is expected to close by the end of 2014.

Citigroup acted as financial advisor to Orbital while Hogan Lovells US LLP acted as Orbital's legal advisor.

About ATK

ATK is an aerospace, defense and commercial products company with operations in 22 states, as well as in Puerto Rico and overseas. ATK's Aerospace Group is a market leader in solid rocket propulsion systems for space and strategic launch vehicles, satellite structures and power systems, and aerospace composite structures. The company's Defense Systems Group is a market leader in precision weapons, tactical missiles and related propulsion systems, and armament systems and ammunition products.

About Orbital

Orbital develops and manufactures small- and medium-class rockets and space systems for commercial, military and civil government customers. The company's primary products are satellites and launch vehicles, including low-Earth orbit, geosynchronous-Earth orbit and planetary spacecraft for communications, remote sensing, scientific and defense missions; human-rated space systems for Earth-orbit, lunar and other missions; ground- and air-launched rockets that deliver satellites into orbit; and missile defense systems that are used as interceptor and target vehicles. Orbital also provides satellite subsystems and space-related technical services to government agencies and laboratories.

posted 12-05-2014 01:41 AM               

ATK and Orbital Receive U.S. DOJ Clearance for Proposed Merger

Alliant Techsystems and Orbital Sciences announced that the U.S. Department of Justice has unconditionally cleared the proposed merger of ATK's Aerospace and Defense Groups with Orbital. The U.S. Federal Trade Commission (FTC) informed ATK and Orbital on Dec. 4, 2014, that the FTC and DOJ terminated the Hart-Scott-Rodino waiting period effective Dec. 4, 2014.

As previously announced, ATK and Orbital have entered into a transaction agreement, whereby ATK's Aerospace and Defense Groups will merge with Orbital immediately following the spin-off of ATK's Sporting Group business to ATK stockholders as a newly formed company called Vista Outdoor Inc. The companies anticipate completing the transaction in February 2015, subject to the satisfaction of remaining closing conditions, including the approval of both ATK's and Orbital's stockholders at special meetings scheduled for Jan. 27, 2015.

posted 01-27-2015 10:52 AM               

Orbital Stockholders Approve Merger with ATK's Aerospace and Defense Groups

Merger Expected to Close February 9; New Company to Begin Operations February 10

Orbital Sciences Corporation (NYSE: ORB) today announced that at a special meeting held this morning, the company's stockholders voted overwhelmingly to approve the proposed merger with the Aerospace and Defense Groups of Alliant Techsystems Inc. (NYSE: ATK), pursuant to the definitive transaction agreement dated April 28, 2014. Approximately 99% of the votes cast at the special meeting voted in favor of the adoption of the transaction agreement, which represented approximately 85% of the total number of outstanding shares of Orbital common stock as of the December 16, 2014 record date for the special meeting.

"Today, Orbital's stockholders endorsed the proposed merger with ATK's Aerospace and Defense Groups by voting strongly in favor of the transaction, as did ATK shareholders at a separate special meeting also held earlier today," said Mr. David W. Thompson, Orbital's Chairman and Chief Executive Officer. "We are now on a clear path to completing the merger and beginning operations of Orbital ATK two weeks from today."

Subject to the satisfaction or waiver of the remaining conditions to closing, the merger is expected to close on Monday, February 9, 2015. Assuming completion of the merger, shares of Orbital common stock are expected to be delisted after the close of trading on February 9. As a result of the merger, each share of Orbital common stock will be converted into the right to receive 0.449 shares of common stock of ATK, with cash paid in lieu of fractional shares. At closing of the merger, ATK will be renamed Orbital ATK, Inc. and shares of Orbital ATK common stock will trade under the new ticker symbol "OA" on the New York Stock Exchange beginning February 10.

posted 02-10-2015 07:48 AM               

Orbital ATK Marks First Day of Operations Following Completion of Merger

Combination Creates Major Aerospace and Defense Company Focused on Reliability, Innovation and Affordability

Shares of Orbital ATK to Trade on New York Stock Exchange Under Stock Symbol "OA"

Orbital ATK, Inc., a global leader in aerospace and defense technologies, today (Feb. 10) marks its first full day of operations following the completion yesterday of the merger between Orbital Sciences Corporation and the Aerospace and Defense Groups of Alliant Techsystems Inc.

The merger brings into existence a new $4.5 billion* space, defense and aviation systems manufacturer that employs more than 12,000 people in 20 states across the U.S. Shares of the new company will begin trading on the New York Stock Exchange under the ticker symbol "OA" when markets open later today.

"As separate enterprises, Orbital and ATK each established proud legacies as customer-focused companies known for innovation and affordability," said Orbital ATK President and CEO David W. Thompson. "Now, with our two organizations coming together under the Orbital ATK banner, we begin operations with substantially greater technical and industrial capabilities and increased financial resources."

"Orbital ATK's commitment is to provide our customers with reliable and affordable products and systems that enable them to successfully carry out their most critical missions in aerospace and defense applications. Likewise, we are committed to delivering long-term value to our shareholders as we focus on realizing the maximum synergies created by the merger and capitalizing on a broader spectrum of new market opportunities than we could have addressed as independent companies."

Headquartered in Dulles, Virginia, Orbital ATK will conduct its business in three operating groups that serve customers in the U.S. government, commercial and international markets:

• Flight Systems Group – Headquartered in Chandler, Arizona, the Flight Systems Group (FSG) designs, manufactures, tests and operates space launch vehicles, rocket propulsion systems, missile defense systems and advanced aerospace structures. FSG employs approximately 4,500 people and operates major facilities in Arizona, Utah, Virginia, Ohio, Alabama and Mississippi.

• Defense Systems Group – The Defense Systems Group (DSG) is headquartered in Baltimore, Maryland, and supplies advanced missile products, defense electronic systems, armament systems and small caliber ammunition systems to U.S. military and allied defense customers. DSG employs approximately 4,900 people and operates major facilities in Maryland, West Virginia, Virginia, Missouri, Minnesota, California, Arizona, Texas and Florida.

• Space Systems Group – Based in Dulles, Virginia, the Space Systems Group (SSG) focuses on commercial communications and imaging satellites; national security, scientific and human exploration spacecraft; space components and subsystems; and space-related technical services. SSG employs approximately 2,700 people and operates major facilities in Virginia, Maryland, California, Arizona, Texas and Utah.

Blake E. Larson, Orbital ATK's Chief Operating Officer, said, "The Orbital ATK team is ready to support our customers' critical defense, space and aviation missions. As we begin operations of the new company, the many years of close collaboration and similar technical approaches to development, production and testing give us a head start on combined operations. No matter the business area, we are all united to deliver operational excellence for our customers and shareholders."

The company has posted a presentation with additional information for investors and analysts on its website.

*Pro forma CY 2013 revenue.