SAIC Inc. announces split into SAIC and Leidos to better target services

09/10/2013


Details: Reverse stock split of Leidos shares

As stated above, the board has approved a 1-for-4 reverse stock split of Leidos common stock that will be effectuated immediately after the spin-off and prior to the market open on Monday, Sept. 30, 2013. Under the reverse stock split, every four shares of outstanding common stock held at 11:59 p.m., Eastern time, on the distribution date will be converted into one share of Leidos common stock. The number of authorized but unissued shares will also be proportionately reduced in accordance with the reverse stock split ratio. No further action on the part of SAIC stockholders is required in connection with the reverse stock split. The stockholders authorized the board to implement the reverse stock split at SAIC's annual meeting of stockholders held on June 7, 2013.

No fractional shares of Leidos stock will be distributed to stockholders in connection with the reverse stock split. Instead, the transfer agent will aggregate all fractional shares that would have otherwise been distributed and sell them as soon as practicable after the reverse stock split at the then-prevailing prices on the open market. After the transfer agent's completion of such sale, the stockholders who would have otherwise received fractional shares will receive a cash payment in an amount equal to their respective pro rata shares of the total net proceeds of that sale.

The reverse stock split is generally expected to be tax-free to stockholders of Leidos for U.S. federal income tax purposes, except to the extent of cash received in lieu of fractional shares. Stockholders are urged to consult their tax advisors regarding the particular consequences of the reverse stock split in their situation, including the applicability and effect of any U.S. federal, state, local and foreign tax laws.

Pre-spin-off trading

SAIC expects that on or about Sept. 16, 2013, "ex-distribution" trading of Leidos common stock will commence on the NYSE under the "LDOS" ticker and "when-issued" trading of Science Applications common stock will commence on the NYSE under the "SAIC" ticker. Shares of SAIC common stock will continue to trade "regular way" on the NYSE (NYSE: SAI) through the close of business on Sept. 27, 2013. Any holders of shares of SAIC common stock on the record date who sell SAIC shares "regular way" on or before the close of business on Sept. 27, 2013, also will be selling their right to receive shares of Science Applications common stock in the distribution.

On Sept. 30, 2013, Science Applications and Leidos will each begin trading in the "regular way." Investors are encouraged to consult with their financial advisers regarding the specific implications of buying or selling SAIC common stock on or before the distribution date.

The distribution agent, transfer agent, and registrar for Science Applications common stock will be Computershare Trust Company, NA. For questions relating to the transfer or mechanics of the stock distribution or the reverse stock split, stockholders may contact Computershare Trust Company, NA. If shares are held by a bank, broker or other nominee, stockholders should contact that institution directly. www.cpushareownerservices.com 

Leidos board of directors

At the time of the distribution, France A. Cordova, Jere A. Drummond, Thomas F. Frist, III, and Edward J. Sanderson, Jr. will resign from the board of directors of SAIC and become directors of Science Applications. Dr. John Hamre will also join the board of Science Applications and will remain a director of Leidos. Miriam E. John, Anita K. Jones, John P. Jumper, Harry M.J. Kraemer Jr., and Lawrence C. Nussdorf will also remain on the Leidos board of directors. In addition, David G. Fubini, Robert S. Shapard, and Noel A. Williams will join the board of directors of Leidos shortly following the distribution.

Science Applications board of directors

In addition to the directors named above who will move to the Science Applications board, Robert A. Bedingfield and Steven R. Shane, as well as Anthony J. Moraco, chief executive officer of Science Applications, will join the board of directors of Science Applications upon completion of the spin-off. Edward J. Sanderson Jr. will serve as the non-executive chairman of the Science Applications board.

Quarterly cash dividend

With this spin-off announcement, the SAIC board of directors also declared a quarterly cash dividend, after giving effect to the reverse stock split, of 32 cents per share to stockholders of record on Oct. 15, 2013 (equivalent to 8 cents per share on a pre-reverse stock split basis). The cash dividend will be payable by Leidos on Oct. 30, 2013. The company expects that, after the spinoff, Science Applications will declare a quarterly cash dividend of 28 cents per share (equivalent to 4 cents per share on a pre-distribution basis), so that the aggregate quarterly dividend for the two companies combined will equal SAIC's prior quarterly dividend rate of 12 cents per share. Thereafter, the respective boards of directors of Leidos and Science Applications will determine the dividend policy of each company.

Investor conference

Leidos and SAIC will hold a joint Investor Day at the Waldorf Astoria Hotel in New York City on Sept. 11. The event will be webcast. Link to view the event here: http://Investors.SAIC.com.

Statements

Statements in this announcement, other than historical data and information, constitute forward-looking statements that involve risks and uncertainties. Forward-looking statements in this release include, among others: our intent to separate into two independent publicly traded companies as a result of the proposed spin-off; the timing of the proposed transaction; and expectations for the two independent companies following the spin-off. These statements reflect our belief and assumptions as to future events that may not prove to be accurate. A number of factors could cause our actual results, performance, achievements, or industry results to be very different from the results, performance, or achievements expressed or implied by such forward-looking statements. Some of these factors include, but are not limited to, failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the proposed spin-off; failure to realize the expected benefits of the proposed spin-off; the impact of the proposed spin-off on SAIC's or Science Applications' employees, customers and suppliers; disruption to business operations as a result of the proposed transaction; the inability to retain key personnel; and the inability of the companies to operate independently following the spin-off. These are only some of the factors that may affect the forward-looking statements contained in this release. For further information concerning risks and uncertainties associated with our business, please refer to the filings we make from time to time with the U.S. Securities and Exchange Commission, including the risk factors set forth in SAIC's Annual Report on Form 10-K for the period ended Jan. 31, 2013, subsequent quarterly reports on Form 10-Q and other such filings that SAIC makes with the SEC from time to time, all of which may be viewed or obtained through the Investor Relations section of www.saic.com. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof.

About SAIC

SAIC is a Fortune 500 scientific, engineering, and technology applications company that uses deep domain knowledge to solve problems of vital importance to the nation and the world, in national security, energy and the environment, critical infrastructure, and health, the company said. SAIC has approximately 38,000 employees serving customers in the U.S. Department of Defense, the intelligence community, the U.S. Department of Homeland Security, other U.S. government civil agencies, and selected commercial markets. Headquartered in McLean, Va., SAIC had annual revenues of approximately $11.2 billion for its fiscal year ended Jan. 31, 2013.

- Edited by Mark T. Hoske, content manager, CFE Media, Control Engineering, Plant Engineering, mhoske@cfemedia.com.

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