Leonardo DRS, Inc. executed a non-binding indication of interest to acquire RADA Electronic Industries Ltd. (NasdaqCM:RADA) from Franklin Resources, Inc. (NYSE:BEN), The Phoenix Holdings Ltd. (TASE:PHOE), Wellington Group Holdings Llp and others in a reverse merger transaction on March 28, 2022. Leonardo DRS, Inc. entered into a definitive agreement to acquire RADA Electronic Industries Ltd. from Franklin Resources, Inc. (NYSE:BEN), The Phoenix Holdings Ltd. (TASE:PHOE), Wellington Group Holdings Llp and others on June 21, 2022. Pro forma for the merger, Leonardo and RADA shareholders will own approximately 80.5% and 19.5%, respectively, of the Combined Company on a diluted basis, which will maintain the name Leonardo DRS and is anticipated to trade on NASDAQ and TASE under the symbol “DRS.” In addition, if the merger agreement is terminated under certain circumstances specified in the merger agreement, RADA may be required to pay DRS a termination fee in the amount of $40 million. Pursuant to the terms of the Merger Agreement, DRS will be required to pay a termination fee of $40 million if the Merger Agreement is terminated by DRS.

Transaction is subject to receipt of the required vote of RADA shareholders to approve the merger agreement, the shares of common stock issuable pursuant to the merger agreement must have been authorized for listing on the NASDAQ upon official notice of issuance; obtaining approval from CFIUS, DCSA and the UK Secretary of State pursuant to the UK NSIA and all other requisite consents, orders, approvals, filings and declarations and all expirations of waiting periods required under the HSR Act solely to the extent that DRS, as promptly as practicable following the date that is 60 days prior to the anticipated closing date, determines in its reasonable discretion that an applicable exemption from the HSR Act is no longer available in connection with the transactions (all such authorizations, consents, orders, approvals, filings and declarations and the lapse of all such waiting periods, the “requisite regulatory approvals”), and the continued full force and effectiveness of the requisite regulatory approvals; the effectiveness of the registration statement of which this proxy statement/prospectus forms a part and the absence of a stop order or proceedings seeking a stop order by the SEC; at least 50 days having elapsed after the filing of the merger proposal with the Israeli Companies Registrar and at least 30 days having elapsed after the requisite RADA vote in accordance with Israeli Law; either (A) DRS must have obtained (i)(a) an exemption or agreement from the ISA to exempt or agree not to take any action in connection with the issuance of DRS common stock without a publication of a; obtaining the approval of the Israeli Investment Center of the Israeli Ministry of Economy and Industry, or other communication from Israeli Investment Center of the Israeli Ministry of Economy providing an approval in principle regarding the change in ownership of RADA to be effected by the merger. The Board of Directors of each of RADA and Leonardo unanimously approved the transaction. Proxy statement/prospectus, the attached notice of extraordinary general meeting and the enclosed proxy card are being mailed to RADA shareholders on or about September 16, 2022. The RADA extraordinary general meeting of the holders of RADA shares will be held on October 19, 2022. As of October 19, 2022, the shareholders of RADA Electronic Industries Ltd. has approved the deal. As of October 24, 2022, the transaction received regulatory approval from The Committee on Foreign Investment in the United States. The transaction is expected in the fourth quarter of 2022. The transaction is expected to complete by end of November or beginning of December. As of November 25, 2022, RADA Electronic Industries Ltd. (“RADA”) hereby announces that the expected closing date of the transactions contemplated under the Agreement and Plan of Merger by and among RADA, Leonardo DRS, Inc. and Blackstart Ltd, dated June 21, 2022, as amended is November 28, 2022. Transaction is expected to be accretive to RADA earnings per share in year one.

Evercore acted as exclusive financial advisor to RADA and J.P. Morgan Securities LLC acted as exclusive financial advisor to Leonardo DRS. Jeremy Lustman, Christopher P. Giordano and Jon Venick of DLA Piper LLP (US) and Sarit Molcho of S. Friedman & Co. acted as legal advisors to RADA and Scott D. Miller, S. Eric Wang, Jeannette E. Bander,Nader A. Mousavi, John J. Anselmi and Juan Rodriguez of Sullivan & Cromwell LLP and Ran Hai and Nir Dash of Herzog Fox & Neeman acted as legal advisors to Leonardo DRS. American Stock Transfer & Trust Company, LLC acted as transfer agent and registrar to RADA. Pursuant to the terms of Evercore's engagement letter with RADA, Evercore is entitled to receive a fee of up to approximately $22 million, $1 million was payable upon rendering of Evercore's opinion and the remainder of which is contingent upon the consummation of the merger.

Leonardo DRS, Inc. completed the acquisition of RADA Electronic Industries Ltd. (NasdaqCM:RADA) from Franklin Resources, Inc. (NYSE:BEN), The Phoenix Holdings Ltd. (TASE:PHOE), Wellington Group Holdings Llp and others in a reverse merger transaction for approximately $510 million on November 28, 2022. As part of the merger, RADA shareholders will retain 19.5% ownership in the Combined Company with Leonardo DRS owning the remaining 80.5%. Leonardo DRS's stock will be listed on NASDAQ and the Tel Aviv Stock Exchange (“TASE”) under the symbol “DRS” with RADA's existing stock symbol converting to the Leonardo DRS symbol effective at the opening of NASDAQ trading on November 29, 2022 and TASE trading on November 30, 2022. Post-acquisition, the Leonardo DRS leadership and broader management team, led by CEO William J. Lynn III.