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Anteon to be Acquired by General Dynamics for $55.50 Per Share
FAIRFAX, Va --Dec. 14, 2005--Anteon International Corporation (NYSE: ANT -
), a leading information technology, systems integration and engineering
services company, announced today that it has entered into a definitive
agreement for Anteon to be acquired by General Dynamics (NYSE: GD - ) for
$55.50 in cash for each outstanding Anteon share. The total value of the
transaction, including General Dynamic's assumption of Anteon's debt, is
expected to be approximately $2.2 billion at closing. Anteon expects the
transaction to close by the end of the second quarter in 2006.
The transaction has been approved by the boards of directors of each company
and is subject to approval by Anteon shareholders, customary regulatory
reviews and other closing conditions contained in the transaction agreement.
Anteon's board of directors is unanimously recommending that Anteon's
shareholders approve the transaction.
Joseph Kampf, Anteon president and chief executive officer, said, "I am
confident that this transaction provides tremendous value for our
shareholders and is in the best interests of our customers and our
employees. For almost ten years, Anteon has seen tremendous growth in the
market and now, combined with the integrity, strength and vision of General
Dynamics, will be able to provide our employees with even more opportunity
for success."
Senior management from both Anteon and General Dynamics will discuss the
transaction and answer questions from investors and financial analysts at 9
a.m. on Wednesday, December, 14, 2005 at the Four Seasons Hotel New York, 57
East 57th Street, New York, New York. The conference will be webcast through
a link at the Anteon web site at www.anteon.com and at the General Dynamics
website at www.generaldynamics.com.
General Dynamics, headquartered in Falls Church, Virginia, employees
approximately 71,900 people worldwide and had 2004 revenue of $19.2 billion.
The company is a market leader in mission-critical information systems and
technologies; land and expeditionary combat systems, armaments and
munitions; shipbuilding and marine systems; and business aviation.
Anteon was advised by Bear Stearns & Co., Inc. and Paul, Weiss, Rifkind,
Wharton & Garrison LLP, who acted as financial and legal advisors,
respectively, in connection with this transaction.
About Anteon
Anteon, headquartered in Fairfax, Virginia, is a leading information
technology company serving the U.S. Federal government and international
customers. Anteon designs, integrates, maintains, and upgrades
state-of-the-art systems for national defense, intelligence, homeland
security, and other high priority government missions. Anteon provides
numerous government clients with the systems integration, strategy and
program management, systems engineering, operations services, and simulation
and training skills necessary to manage the development and operations of
their mission critical systems. The Company was founded in 1976 and
currently employs over 9,500 employees in more than 100 offices worldwide.
Anteon consistently ranks among the top information technology integrators
based on independent surveys, and has been named to the Forbes List of the
400 Best Big Companies in 2005, earning distinction on the Forbes Platinum
List. Anteon is included in the Standard & Poor's MidCap 400 Index. For more
information, visit www.anteon.com.
Cautionary Language Concerning Forward-Looking Statements
Statements herein regarding the proposed transaction between Anteon
International Corporation and General Dynamics Corporation, the expected
timetable for completing the transaction, future financial and operating
results, benefits and synergies of the transaction, future opportunities for
the combined company and any other statements about Anteon International
Corporation management's future expectations constitute forward looking
statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Such statements are based upon the current beliefs and
expectations of Anteon International Corporation's management and are
subject to significant risks and uncertainties. There are a number of
important factors that could cause actual results or events to differ
materially from those indicated by such forward looking statements,
including: the ability to obtain governmental approvals of the transaction
on the proposed terms and schedule and the failure of Anteon International
Corporation stockholders to approve the transaction. Additional factors that
may affect future results are contained in Anteon International
Corporation's filings with the Securities and Exchange Commission ("SEC"),
including its Annual Report on Form 10-K for the year ended December 31,
2004, which are available at the SEC's Web site
http://www.sec.gov. The information set forth herein speaks only as of
the date hereof, and Anteon International Corporation disclaims any
intention or obligation to update any forward looking statements as a result
of developments occurring after the date hereof.
Important Additional Information Will be Filed with the SEC
In connection with the proposed transaction, Anteon International
Corporation plans to file with the SEC a Proxy Statement. INVESTORS AND
SECURITY HOLDERS OF ANTEON INTERNATIONAL CORPORATION ARE URGED TO READ THE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN
THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
ANTEON INTERNATIONAL CORPORATION, THE PROPOSED TRANSACTION AND RELATED
MATTERS. The final Proxy Statement will be mailed to stockholders of Anteon
International Corporation. Investors and security holders of Anteon
International Corporation will be able to obtain copies of the Proxy
Statement, when they become available, as well as other filings with the SEC
that will be incorporated by reference into such documents, containing
information about Anteon International Corporation, without charge, at the
SEC's Internet site (http://www.sec.gov). These documents may also be
obtained for free from Anteon International Corporation by directing a
request to Anteon International Corporation, Investor Relations, 3211
Jermantown Road, Fairfax, Virginia 22030-2801 or at Anteon International
Corporation's Investor Relations page on its corporate website at
www.anteon.com.
Participants in Solicitation
Anteon International Corporation and its respective directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from Anteon International
Corporation's stockholders in respect of the proposed transaction.
Information regarding Anteon International Corporation's participants is
available in Anteon International Corporation's proxy statement, dated April
22, 2005, for its 2005 annual meeting of stockholders, which is filed with
the SEC. Additional information regarding the interests of such participants
will be included in the Proxy Statement to be filed with the SEC.
Contact:
Anteon International Corporation
Press:
Mark Meudt, 703-246-0525
mmeudt@anteon.com
or
Investors:
Paul Cooksey, 703-246-0521
pcooksey@anteon.com
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Source: Anteon International Corporation
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