Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index below, which is incorporated by reference herein.
Exhibit No. Description 2.1+ # Agreement and Plan of Merger, dated as ofOctober 25, 2021 , by and amongAmentum Government Services Holdings LLC ,Pinnacle Virginia Merger Sub Inc. andPAE Incorporated 10.1# Voting Agreement 10.2# IRA Termination Agreement 10.3# 2019 Merger Agreement Termination Agreement 10.4# Registration Rights Termination Agreement 10.5# Form of Transaction and Retention Agreement 99.1* Press release ofPAE Incorporated datedOctober 25, 2021 104.1# The cover page from this Current Report on Form 8-K, formatted in Inline XBRL + All schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.The Company hereby agrees to furnish supplementally a copy of any omitted schedule to theSEC upon request. # Filed herewith * Previously filed FORWARD LOOKING STATEMENTS
This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts could be forward-looking statements. The words "anticipates," "believes," "could," "designed," "estimates," "expects," "goal," "intends," "may," "plans," "projects," "pursuing," "will," "would" and similar expressions (including the negatives thereof) are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
We have based these forward-looking statements largely on our current assumptions, expectations, projections, intentions, objectives and/or beliefs about future events or occurrences and these forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following: (i) PAE may be unable to obtain stockholder approval as required for the proposed Transactions; (ii) other conditions to the closing of the proposed Transactions may not be satisfied, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; (iii) the proposed Transactions may involve unexpected costs, liabilities or delays; (iv) the business of PAE may suffer as a result of uncertainty surrounding the proposed Transactions; (v) shareholder litigation in connection with the proposed Transactions may affect the timing or occurrence of the proposed Transactions or result in significant costs of defense, indemnification and liability; (vi) PAE may be adversely affected by other economic, business, and/or competitive factors; (vii) the occurrence of any event, change
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or other circumstances could give rise to the termination of the Merger
Agreement; (viii) the risk that the proposed Transactions disrupt PAE's current
plans and operations or diverts management's or employees' attention from
ongoing business operations; (ix) the risk of potential difficulties with PAE's
ability to retain and hire key personnel and maintain relationships with third
parties as a result of the proposed Transactions; and (x) other risks to
consummation of the proposed Transactions, including the risk that the proposed
Transactions will not be consummated within the expected time period or at all.
Additional factors that may affect the future results of PAE and the proposed
Transactions are set forth in filings that PAE makes with the
IMPORTANT INFORMATION FOR INVESTORS AND WHERE TO FIND IT
This communication may be deemed to be solicitation material in respect of the
proposed acquisition of PAE by
PARTICIPANTS IN SOLICITATION
The Company and its directors, executive officers and other members of
management and employees, under
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