Item 8.01 Other Events.
On January 27, 2021, Perspecta Inc. (the "Company") issued a press release
announcing the execution of a Merger Agreement (the "Merger Agreement"), entered
into as of January 27, 2021, by and among the Company, Jaguar Parentco Inc. and
Jaguar Merger Sub Inc., pursuant to which the Company will be acquired by
Peraton, a portfolio company of Veritas Capital. A copy of the press release is
filed as Exhibit 99.1 to this report and incorporated herein by reference.
Important Information for Investors and Stockholders
This communication is being made in respect of the proposed transaction
involving the Company and Peraton, an affiliate of Veritas Capital. In
connection with the proposed transaction, the Company intends to file the
relevant materials with the SEC, including a proxy statement on Schedule 14A.
Promptly after filing its definitive proxy statement with the SEC, the Company
will mail the definitive proxy statement and a proxy card to each stockholder of
the Company entitled to vote at the special meeting relating to the proposed
transaction. This communication is not a substitute for the proxy statement or
any other document that the Company may file with the SEC or send to its
stockholders in connection with the proposed transaction. The materials to be
filed by the Company will be made available to the Company's investors and
stockholders at no expense to them and copies may be obtained free of charge on
the Company's website at www.perspecta.com. In addition, all of those materials
will be available at no charge on the SEC's website at www.sec.gov. Investors
and stockholders of the Company are urged to read the proxy statement and the
other relevant materials when they become available before making any voting or
investment decision with respect to the proposed transaction because they
contain important information about the Company and the proposed transaction.
The Company and its directors, executive officers, other members of its
management and employees may be deemed to be participants in the solicitation of
proxies of the Company stockholders in connection with the proposed transaction
under SEC rules. Investors and stockholders may obtain more detailed information
regarding the names, affiliations and interests of the Company's executive
officers and directors in the solicitation by reading the Company's proxy
statement for its 2020 annual meeting of stockholders, the Annual Report on Form
10-K for the fiscal year ended March 31, 2020, and the proxy statement and other
relevant materials that will be filed with the SEC in connection with the
proposed transaction when they become available. Information concerning the
interests of the Company's participants in the solicitation, which may, in some
cases, be different than those of the Company's stockholders generally, will be
set forth in the proxy statement relating to the proposed transaction when it
becomes available.
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Forward-Looking Statements
All statements and assumptions in this communication that do not directly and
exclusively relate to historical facts could be deemed "forward-looking
statements." Forward-looking statements are often identified by the use of words
such as "anticipates," "believes," "estimates," "expects," "may," "could,"
"should," "forecast," "goal," "intends," "objective," "plans," "projects,"
"strategy," "target" and "will" and similar words and terms or variations of
such. These statements represent current intentions, expectations, beliefs or
projections, and no assurance can be given that the results described in such
statements will be achieved. Forward-looking statements include, among other
things, statements about the potential benefits of the proposed transaction; the
prospective performance and outlook of the Company's business, performance and
opportunities; the ability of the parties to complete the proposed transaction
and the expected timing of completion of the proposed transaction; as well as
any assumptions underlying any of the foregoing. Such statements are subject to
numerous assumptions, risks, uncertainties and other factors that could cause
actual results to differ materially from those described in such statements,
many of which are outside of the Company's control. Important factors that could
cause actual results to differ materially from those described in
forward-looking statements include, but are not limited to, (i) the ability to
obtain the requisite approval from stockholders of the Company; (ii)
uncertainties as to the timing of the proposed transaction; (iii) the risk that
the proposed transaction may not be completed in a timely manner or at all; (iv)
the possibility that competing offers or acquisition proposals for the Company
will be made; (v) the possibility that any or all of the various conditions to
the consummation of the proposed transaction may not be satisfied or waived,
including the failure to receive any required regulatory approvals from any
applicable governmental entities (or any conditions, limitations or restrictions
placed on such approvals); (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement,
including in circumstances that would require the Company to pay a termination
fee or other expenses; (vii) the effect of the pendency of the proposed
transaction on the Company's ability to retain and hire key personnel, its
ability to maintain relationships with its customers, suppliers and others with
whom it does business, its business generally or its stock price; (viii) risks
related to diverting management's attention from the Company's ongoing business
operations; (ix) the risk that stockholder litigation in connection with the
proposed transaction may result in significant costs of defense, indemnification
and liability; (x) various risks related to health epidemics, pandemics and
similar outbreaks, such as the COVID-19 pandemic, which may have material
adverse effects on the Company's business, financial position, results of
operations and/or cash flows; (xi) any issue that compromises the Company's
relationships with the U.S. federal government, or any state or local
governments, or damages the Company's professional reputation; (xii) changes in
the U.S. federal, state and local governments' spending and mission priorities
that shift expenditures away from agencies or programs that the Company
supports; (xiii) any delay in completion of the U.S. federal government's budget
process; (xiv) failure to comply with numerous laws, regulations and rules,
including regarding procurement, anti-bribery and organizational conflicts of
interest; (xv) failure by the Company or its employees to obtain and maintain
necessary security clearances or certifications; (xvi) the Company's ability to
compete effectively in the competitive bidding process and delays, contract
terminations or cancellations caused by competitors' protests of major contract
awards received by the Company; (xvii) the Company's ability to accurately
estimate or otherwise recover expenses, time and resources for its contracts;
(xviii) problems or delays in the development, delivery and transition of new
products and services or the enhancement of existing products and services to
meet customer needs and respond to emerging technological trends; (xix) failure
of third parties to deliver on commitments under contracts with the Company;
(xx) misconduct or other improper activities from the Company's employees or
subcontractors; (xxi) delays, terminations, or cancellations of the Company's
major contract awards, including as a result of its competitors protesting such
awards; (xxii) failure of the Company's internal control over financial
reporting to detect fraud or other issues; (xxiii) failure or disruptions to the
Company's systems, due to cyber-attack, service interruptions or other security
threats; (xxiv) failure to be awarded task orders under the Company's indefinite
delivery/indefinite quantity contracts; (xxv) changes in government procurement,
contract or other practices or the adoption by the government of new laws, rules
and regulations in a manner adverse to the Company; (xxvi) uncertainty from the
expected discontinuance of the London Interbank Offered Rate and transition to
any other interest rate benchmark; and (xxvii) other factors as set forth from
time to time in the Company's filings with the SEC, including its Annual Report
on Form 10-K for the fiscal year ended March 31, 2020, as may be updated or
supplemented by any subsequent Quarterly Reports on Form 10-Q or other filings
with the SEC. Readers are cautioned not to place undue reliance on such
statements which speak only as of the date they are made. The Company does not
undertake any obligation to update or release any revisions to any
forward-looking statement or to report any events or circumstances after the
date of this communication or to reflect the occurrence of unanticipated events
except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
99.1 Press Release dated January 27, 2021.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL (included as Exhibit 101).
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