WALTHAM, Mass., Jan. 31, 2011 - Raytheon Company (NYSE: RTN) today announced the completion of its tender offer, through its wholly owned subsidiary RN Acquisition Company, for all outstanding shares of Applied Signal Technology, Inc. (Nasdaq: APSG). The tender offer expired at 12:00 midnight, Eastern Time, on Friday, January 28, 2011. Based on information provided by BNY Mellon Shareowner Services, the depositary for the tender offer, approximately 12,413,103 shares, representing approximately 87.8 percent of AST's outstanding shares, were validly tendered and not withdrawn in the offer (including shares tendered by notice of guaranteed delivery). All such shares have been accepted for payment in accordance with the terms of the tender offer. Raytheon does not intend to offer a subsequent offering period in connection with the offer.
Raytheon intends to exercise its "top-up" option and thereafter will own sufficient common stock of AST necessary to effect a "short-form" merger under California law, after which AST will become a wholly-owned subsidiary of Raytheon, without the need for a meeting of AST shareholders. In connection with the short-form merger, each outstanding share of AST common stock will be converted into the right to receive $38.00 in cash, without interest and less any applicable withholding taxes, the same price per share paid in the tender offer. Raytheon intends to complete such merger promptly and upon the completion of such merger AST's shares will cease to be traded on the NASDAQ Global Select Market.
Following the acquisition, AST will be integrated into Raytheon's Space and Airborne Systems (SAS) business and will be renamed Raytheon Applied Signal Technology, Inc.
Raytheon Company (NYSE: RTN), with 2010 sales of $25 billion, is a technology and innovation leader specializing in defense, homeland security and other government markets throughout the world. With a history of innovation spanning 89 years, Raytheon provides state-of-the-art electronics, mission systems integration and other capabilities in the areas of sensing; effects; and command, control, communications and intelligence systems, as well as a broad range of mission support services. With headquarters in Waltham, Mass., Raytheon employs 72,000 people worldwide.
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