In a statement, ATK said approximately 97 percent of the votes cast were in favor of the merger, representing approximately 77 percent of the total outstanding shares of the company’s common stock. Orbital said approximately 99 percent of the votes cast were in favor, representing approximately 85 percent of outstanding shares.
“Today, Orbital’s stockholders endorsed the proposed merger with ATK’s Aerospace and Defense Groups by voting strongly in favor of the transaction, as did ATK shareholders at a separate special meeting also held earlier today,” said Mr. David W. Thompson, Orbital’s Chairman and Chief Executive Officer. “We are now on a clear path to completing the merger and beginning operations of Orbital ATK two weeks from today.”
The merger will combine Orbital Sciences with ATK’s Aerospace and Defense Groups. ATK will spin off its Sporting Group into Vista Outdoor Inc. In a statement, ATK said the spinoff and merger will be done as follows:
On the closing date, ATK stockholders as of the close of business on February 2, 2015, the record date for the distribution, will receive two shares of Vista Outdoor common stock for every one share of ATK common stock they hold on the record date. As a result, on the closing date, ATK stockholders will own 100 percent of Vista Outdoor. Beginning on February 10, 2015, shares of Vista Outdoor common stock will trade under the ticker symbol “VSTO” on the New York Stock Exchange (NYSE). The spin-off will be immediately followed by the merger.
In connection with the merger, Orbital shareholders will receive 0.449 shares of ATK common stock for each share of Orbital common stock that they hold. As a result, on the closing date, ATK shareholders will own approximately 53.8 percent of the combined company on a fully diluted basis and Orbital shareholders will own the remaining approximately 46.2 percent of the combined company on a fully diluted basis. Following closing, ATK will be renamed Orbital ATK, Inc. and, beginning on February 10, shares of Orbital ATK common stock will trade under the new ticker symbol “OA” on the NYSE.
“We are very pleased with the resounding approval from our stockholders,” said Mark DeYoung, ATK President and Chief Executive Officer (CEO) and future Chairman and CEO for Vista Outdoor. “The affirmation and confidence from our investors support the vision to create two strong, independent companies with leadership in their core markets. I want to thank our stockholders for their support of this vision and strategy. The favorable shareholder vote allows us to now move forward and finalize this transformational and value-creating transaction. We anticipate closing both the spin-off and the merger on February 9.”