CSRA Inc (NYSE:CSRA) And General Dynamics Corp (NYSE:GD) Amend Definitive Merger Deal


CSRA Inc (NYSE:CSRA) and General Dynamics Corp (NYSE:GD) reported that they have amended their definitive merger deal under which General Dynamics will buy outstanding shares of CSRA at a price of $41.25 per share, a jump from the prior offer of $40.75 per share. The deal is now worth $9.7 billion, including the debt assumption of $2.8 billion.

The buzz

Pertaining to the amended merger deal, CSRA’s Board decided that the earlier reported unsolicited offer from CACI International, Inc to buy CSRA could not practically be anticipated to direct to a Company Superior Proposal, as mentioned in the merger deal. In arriving that determination, CSRA’s Board took into account different elements, including among others, the certainty of value, value, speed to closing and certainty of closing of the General Dynamics proposal, as changed, as compared to the CACI offer. CSRA’s Board recommends that CSRA shareholders tender their shares of CSRA as per the General Dynamics tender proposal.

As per the terms of the merger deal, as changed, on March 5, 2018, General Dynamics started a cash tender proposal to buy all of the outstanding shares of CSRA. The offer price was changed to $41.25 a share in cash from $40.75 per share.

Any withdrawal rights and the tender offer will close at 11:59 pm, New York City time, on April 2, 2018, unless changed. If the tender proposal is completed, the parties anticipate to complete the deal as soon as feasible subsequently. At the effective time of the deal, CSRA will become a 100% owned subsidiary unit of General Dynamics.

Jenner & Block LLP is reported to be the legal counsel for General Dynamics while Stone Key Group, LLC is the exclusive financial advisor. Macquarie Capital and Evercore are reported to be the financial advisors to CSRA. General Dynamics has its headquarters in Falls Church, Virginia.


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