Table of Historical Indicative Calculated Per-Share Values Valuation Dates, minus the Leidos per-share special dividend of $13.64. The calculated Leidos dividend-adjusted per-share value and the Splitco per-share value for purposes of the exchange offer will equal the single arithmetic average of the Leidos Daily VWAP on the NYSE on each of the A copy of the Prospectus, which includes a Questions andĪnswers section beginning at and other related information, is available through the links below.Ĭalculated Lockheed Martin per-share value:Ĭalculated Leidos dividend-adjusted per-share value:* You should refer to the Prospectus for important information about the exchange offer and the contemplated transactions. The information on this website is being provided solely in connection with theĮxchange offer and should not be used for any other purpose. Since the exchange ratio is based on the average daily VWAP over a period of three days, the indicative exchange ratio will be listed on this websiteĬommencing on the third business day of the exchange offer period. The upper limit is in effect, for each of the trading days that the exchange offer is open. Lockheed Martin will provide on this website the daily VWAP of Lockheed Martin common stockĪnd Leidos common stock, together with indicative calculated per-share values for shares of Lockheed Martin common stock, Splitco common stock and Leidos common stock, the indicative exchange ratio, the upper limit for the exchange ratio and whether Valuation Dates are expected to be August 9, 10 and 11, 2016. Based on an expiration date of August 16, 2016, the In the case of Leidos common stock andĬorrespondingly the Splitco common stock, the value will be reduced by $13.64 per share, which equals the amount of the special dividend that Leidos will declare prior to the closing of the Merger. The value of Lockheed Martin common stock and Splitco common stock (by reference to Leidos common stock) will beĭetermined by Lockheed Martin by reference to the simple arithmetic average of the daily volume-weighted average prices (VWAP), on each of the last three trading days ending on and including the third trading day preceding the expirationĭate of the exchange offer as described in the Prospectus (Valuation Dates), of Lockheed Martin common stock and Leidos common stock on The New York Stock Exchange (NYSE). No trading market currently exists or ever will exist for In the Merger, each issued and outstanding share of Splitco common stock will be converted into the right to receive one share of common stock of Leidos (Leidos common stock).Īccordingly, shares of Splitco common stock will not be transferred to participants in the exchange offer participants instead will receive shares of Leidos common stock in the Merger. Wholly-owned subsidiary of Leidos (the Merger). (Leidos) will be merged with and into Splitco, and Splitco, as the surviving company, will become a Prospectus, immediately following the consummation of the exchange offer a special purpose merger subsidiary of Leidos Holdings, Inc. Of Splitcos registration statement on file with the Securities and Exchange Commission (SEC). Lockheed Martin common stock validly tendered and not properly withdrawn, as described in further detail in the Prospectus of Abacus Innovations Corporation (Splitco), dated J(the Prospectus), which forms a part Lockheed Martin is offering to exchange all issued and outstanding shares of common stock of Abacus Innovations Corporation (Splitco common stock) for shares of The split-off of its Information Systems & Global Solutions Business. On July 11, 2016, Lockheed Martin Corporation (Lockheed Martin) commenced an exchange offer related to The text of a website that is being maintained at in connection with Lockheed Martin Corporations offer to exchange all shares of common stock of Abacus Innovations Corporation for common Subject Company: Lockheed Martin Corporation Under the Securities Exchange Act of 1934, as amended Pursuant to Rule 425 under the Securities Act of 1933,Īs amended, and deemed filed pursuant to Rule 14a-12
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