![]() In the case of Splitco common stock, the value will be reduced by $13.64 per share, which equals the per-share amount of the ![]() The simple arithmetic average of the daily volume-weighted average prices on each of the last three trading days ending on and including the third trading day preceding the expiration date of the exchange offer period (the Valuationĭates) of Lockheed Martin common stock and Leidos common stock on the New York Stock Exchange (NYSE). The value of Lockheed Martin common stock and Splitco common stock (by reference to Leidos common stock) will be determined by Lockheed Martin by reference to ![]() No trading market currently exists or will ever exist for shares of Splitco common stock. Transferred to participants in this exchange offer participants instead will receive shares of Leidos common stock in the Merger. Accordingly, shares of Splitco common stock will not be In the Merger, each issued and outstanding share of Splitco common stock will be converted into the right to receive one share of Leidos common stock. (Merger Sub) will be merged with and into Splitco, and Splitco, as the surviving company, will become a wholly-owned subsidiary of You must make your own decision after reading this document and consulting with your advisors.Ĭonsummation of this exchange offer, a special purpose merger subsidiary of Leidos named Lion Merger Co. (Leidos), any of their respective directors or officers or any of their respective representatives makes any recommendation as to whether you should participate None of Lockheed Martin, Splitco, Leidos Holdings, Inc. (Lockheed Martin) is offering to exchange all shares of common stock of Abacus Innovations Corporation (Splitco) owned by Lockheed Martin for shares of common stock of Lockheed Martin that are validly tendered and not Which are owned by Lockheed Martin CorporationĪnd will be converted into Shares of Common Stock of Offer to Exchange All Shares of Common Stock of
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