Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On May 13, 2022, ManTech International Corporation, a Delaware corporation
("ManTech" or the "Company"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Moose Bidco, Inc., a Delaware corporation ("Parent"),
and Moose Merger Sub, Inc., a Delaware corporation and a direct, wholly owned
subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, and in
accordance with the terms and subject to the conditions thereof, Merger Sub will
merge with and into the Company (the "Merger"), with the Company surviving the
Merger as a wholly owned subsidiary of Parent. As a result of the Merger, the
Company will be acquired by Parent, which will be controlled by investment funds
managed by The Carlyle Group Inc. in an all-cash transaction valued at
approximately $4.2 billion.
The Company's Board of Directors (the "Company Board") has unanimously
determined that the transactions contemplated by the Merger Agreement, including
the Merger, are in the best interests of the Company and its stockholders, and
approved the Merger Agreement and the transactions contemplated by the Merger
Agreement. The Company Board has also unanimously resolved to recommend that the
Company's stockholders vote to adopt the Merger Agreement and approve the Merger
and other transactions contemplated thereby.
Under the Merger Agreement, in accordance with the terms and subject to the
conditions set forth therein, at the effective time of the Merger (the
"Effective Time"), each issued and outstanding share of Class A Common Stock,
par value $0.01 per share, of the Company and Class B Common Stock, par value
$0.01 per share, of the Company (collectively, the "Company Common Stock"), then
outstanding will be automatically converted into the right to receive $96.00 in
cash, without interest (the "Per Share Merger Consideration"), other than
(1) those shares owned by Parent, Merger Sub or the Company (as treasury stock
or otherwise) or any of their respective wholly owned subsidiaries (which will
be cancelled without any consideration) and (2) any shares as to which appraisal
rights have been properly exercised, and not withdrawn, in accordance with the
Delaware General Corporation Law.
The Merger Agreement also provides that, at the Effective Time, unless otherwise
mutually agreed by Parent and the holder thereof following adoption of the
Merger Agreement by the Company's stockholders, (1) each outstanding award of
restricted stock or restricted stock units with respect to Company Common Stock
that is outstanding immediately prior to the Effective Time (whether or not
vested) will, by virtue of the Merger and without any action on the part of the
holder thereof, immediately vest in full and be cancelled and converted
automatically into the right to receive an amount in cash equal to the product
obtained by multiplying the number of shares of Company Common Stock subject to
such award as of the Effective Time by the Per Share Merger Consideration and
(2) each "in-the-money" option to purchase shares of Company Common Stock that
is outstanding and unexercised immediately prior to the Effective Time (whether
or not vested or exercisable) will immediately vest in full and be cancelled and
converted into the right to receive the excess of the Per Share Merger
Consideration over the per share exercise price of such option with respect to
each share of Company Common Stock subject to such award immediately prior to
the Effective Time.
The obligations of the parties to consummate the Merger are subject to the
satisfaction or waiver of customary closing conditions set forth in the Merger
Agreement, including, among others, (1) the adoption of the Merger Agreement by
the Company's stockholders, (2) the expiration or termination of any waiting
period (and any extension thereof) applicable under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (3) the absence
of any law or order by a governmental authority that has the effect of
preventing, making illegal or prohibiting the consummation of the Merger or any
other transaction contemplated by the Merger Agreement and (4) the absence of a
"Company Material Adverse Effect" (as defined in the Merger Agreement). While
the Merger is not conditioned on Parent or any other party obtaining financing,
Parent has obtained equity and debt financing commitments pursuant to the
Commitment Letters (as defined in the Merger Agreement) from the parties thereto
for the purpose of financing the transactions contemplated by the Merger and
paying related fees and expenses. The obligations of the financing sources under
the Commitment Letters are subject to customary conditions.
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The Merger Agreement contains customary representations, warranties and
covenants made by each of the Company, Parent and Merger Sub, including, among
others, covenants by each party to use its respective reasonable best efforts to
effect the Merger, including obtaining required regulatory approvals, and
customary covenants by the Company to conduct its business in the ordinary
course during the interim period between the execution of the Merger Agreement
and the Effective Time. Beginning on the date of the Merger Agreement, the
Company is subject to customary non-solicitation restrictions pursuant to which
the Company may not, among other things, (1) solicit, initiate, knowingly
facilitate or knowingly encourage the submission by any person of an Alternative
Acquisition Proposal (as defined in the Merger Agreement) or (2) enter into,
engage in or otherwise participate in any discussions or negotiations with, or
furnish any material non-public information to, any person in connection with,
or related to, any Alternative Acquisition Proposal, in each case, subject to
certain customary "fiduciary out" exceptions. In addition, the Company has
agreed that, subject to certain customary "fiduciary out" exceptions, the
Company Board is required to recommend that the Company stockholders adopt the
Merger Agreement and to call a meeting of the Company stockholders to vote on a
proposal to adopt the Merger Agreement. The Company has also agreed that it will
file with the Securities and Exchange Commission (the "SEC") a proxy statement
in preliminary form relating to the adoption of the Merger Agreement by the
Company's stockholders as promptly as reasonably practicable after the date of
the Merger Agreement, and will convene and hold a special meeting of the
Company's stockholders for the purpose of seeking the adoption of the Merger
Agreement as promptly as reasonably practicable after the proxy statement in
definitive form is ready to be filed, subject to the terms of the Merger
Agreement.
Either the Company or Parent may terminate the Merger Agreement prior to the
Effective Time in certain circumstances, including, among others, (1) by mutual
agreement, (2) if the Merger is not completed by February 13, 2023 (the "Outside
Date"), which date may be extended by the Company for an additional three months
if the closing conditions related to approval under the HSR Act (including the
expiration or termination of any waiting period and the absence of any related
applicable law or order preventing, making illegal or prohibiting the Merger)
have not been satisfied as of such date, (3) if a governmental authority of
competent jurisdiction has issued a final non-appealable order or law
permanently preventing, making illegal or prohibiting the Merger (provided such
party is not in material breach of any provision of the Merger Agreement that
caused such prohibition), (4) the Company's stockholders fail to adopt the
Merger Agreement after the final adjournment of the special meeting held for the
purpose of such vote, or (5) the other party breaches its representations,
warranties or covenants in the Merger Agreement or fails to perform its
obligations under the Merger Agreement, which breach or failure would give rise
to the failure of the applicable condition to the consummation of the Merger to
be satisfied and is not capable of being cured prior to the Outside Date or, if
capable of being cured by the Outside Date, is not cured within thirty (30) days
after receipt of notice of such breach or failure. In addition, subject to the
conditions and applicable termination fees as set forth in the Merger Agreement,
prior to the adoption of the Merger Agreement by the Company's stockholders,
(a) the Company may terminate the Merger Agreement in order to substantially
concurrently enter into a written definitive agreement providing for the
consummation of transactions determined by the Company Board to constitute a
Superior Acquisition Proposal (as defined in the Merger Agreement), and
(b) Parent may terminate the Merger Agreement in the event that the Company
Board has effected a Change of Recommendation (as defined in the Merger
Agreement).
Upon termination of the Merger Agreement under specified limited circumstances,
the Company will be required to pay Parent a termination fee of $115,876,916.00.
Specifically, this termination fee is payable by the Company to Parent in the
event that (1) the Company terminates the Merger Agreement in order to
substantially concurrently enter into a definitive agreement for an alternative
acquisition proposal that the Company Board determines constitutes a Superior
Acquisition Proposal or (2) Parent terminates the Merger Agreement because the
Company Board has effected a Change of Recommendation. This termination fee will
also be payable by the Company to Parent in the event that, generally, (a) an
alternative acquisition proposal for 50% or more of the stock or consolidated
. . .
Item 8.01 Other Events.
On May 16, 2022, the Company issued a press release announcing its entry into
the Merger Agreement. The text of the press release is included as Exhibit 99.2
to this Current Report and is incorporated herein by reference.
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction
involving ManTech and The Carlyle Group. A meeting of the stockholders of
ManTech will be announced as promptly as practicable to seek stockholder
approval in connection with the proposed Merger. ManTech expects to file with
the SEC a proxy statement and other relevant documents in connection with the
proposed Merger. The definitive proxy statement will be sent or given to the
stockholders of ManTech and will contain important information about the
proposed Merger and related matters. STOCKHOLDERS OF MANTECH ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT MANTECH AND THE MERGER. Investors may obtain a free copy of
these materials (when they are available) and other documents filed by ManTech
with the SEC at the SEC's website at www.sec.gov.
ManTech and certain of its directors, executive officers and other members of
management and employees may be deemed to be participants in soliciting proxies
from its stockholders in connection with the Merger. Information regarding the
persons who may, under the rules of the SEC, be considered to be participants in
the solicitation of ManTech's stockholders in connection with the proposed
transaction will be set forth in ManTech's definitive proxy statement for its
stockholder meeting at which the proposed transaction will be submitted for
approval by ManTech's stockholders. You may also find additional information
about ManTech's directors and executive officers in ManTech's definitive proxy
statement for its 2022 Annual Meeting of Stockholders, which was filed with the
SEC on April 29, 2022, and in subsequently filed Current Reports on Form 8-K and
Quarterly Reports on Form 10-Q.
Forward-Looking Statements
This communication contains certain forward-looking statements concerning
ManTech and the proposed transaction between ManTech and The Carlyle Group. All
statements other than statements of fact, including information concerning
future results, are forward-looking statements. These forward-looking statements
are generally identified by the words "anticipate," "believe," "estimate,"
"expect," "intend," "may," "could" or similar expressions. Such forward-looking
statements include, but are not limited to, the inability to obtain required
regulatory approvals or satisfy other conditions to the closing of the proposed
transaction; unexpected costs, liabilities or delays in connection with the
proposed transaction; the occurrence of any event, change or other circumstances
that could give rise to the termination of the transaction; the significant
transaction costs associated with the proposed transaction and other risks that
may imperil the consummation of the proposed transaction, which may result in
the transaction not being consummated within the expected time period or at all;
negative effects of the announcement, pendency or consummation of the
transaction on the market price of ManTech's common stock or operating results,
including as a result of changes in key customer, supplier, employee or other
business relationships; the risk of litigation or regulatory actions; the
inability of ManTech to retain and hire key personnel; the risk that certain
contractual restrictions contained in the business combination agreement during
the pendency of the proposed transaction could adversely affect ManTech's
ability to pursue business opportunities or strategic transactions; and failure
to maintain ManTech's relationship with the U.S. government, or the failure to
compete effectively for new contract awards or to retain existing U.S.
government contracts during the pendency of the transaction.
Forward-looking statements are based on current expectations and assumptions,
which are subject to risks and uncertainties that may cause actual results to
differ materially from those expressed in or implied by such forward-looking
statements. Given these risks and uncertainties, persons reading this
communication are cautioned not to place undue reliance on such forward-looking
statements. ManTech assumes no obligation to update or revise the information
contained in this communication (whether as a result of new information, future
events or otherwise), except as required by applicable law.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of May 13, 2022, by and among
Moose Bidco, Inc., Moose Merger Sub, Inc. and ManTech International
Corporation.*
99.1 Form of Voting Agreement.
99.2 Press Release, dated May 16, 2022,
104 Cover Page Interactive Data File (embedded in the Inline XBRL
document).
* Certain exhibits and schedules to the exhibit have been omitted in accordance
with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy
of all omitted exhibits and schedules to the SEC upon request.
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MANTECH INTERNATIONAL CORPORATION 
