PAE Announces Closing of Merger with Subsidiary of Amentum Government Services Holdings LLC



FALLS CHURCH, Va., Feb. 15 12, 2022 (GLOBE NEWSWIRE) — PAE Incorporated (“PAE”) today announced that it has completed its acquisition by a subsidiary of Amentum Government Services Holdings LLC for approximately $1.9 billion in cash, including the debt burden and certain expenses (the “Merger”). The Merger was previously announced on October 25, 2021 and PAE shareholders approved the Merger at a special meeting of shareholders held on February 10, 2022.

PAE’s Interim President and CEO, Charlie Peiffer, spoke about the historic significance of PAE’s union with Amentum.

“Over the past 66 years, the PAE brand has become recognized for its success through global mission services around the world. With our new team at Amentum, we will continue to provide world-class support to our customers with the best growth opportunities for our employees. I want to thank every employee for their continued commitment to our mission and look forward to our future at Amentum.

Following the merger, the common shares and warrants of PAE have ceased trading on the Nasdaq stock exchange and will be delisted therefrom. Trading in the common shares and warrants of PAE was suspended prior to the opening of business today. Upon completion of the merger, PAE shareholders were entitled to receive $10.05 in cash, without interest and less applicable withholding taxes, for each PAE common share held.

As provided for in Form 8-K filed by PAE with the Securities and Exchange Commission (the “SEC”) on February 15, 2022, upon closing of the Merger, each warrant exercisable for common stock of PAE in circulation immediately prior to closing has been adjusted as described in the Company’s Notice to Warrant Holders (available as Exhibit 99.3 to this Form 8-K).

About EAP
For more than 66 years, PAE has tackled the world’s toughest challenges to deliver agile, unwavering solutions to the US government and host government partners. With a global workforce on seven continents and in approximately 60 countries, PAE offers a wide range of operational support services to meet the critical needs of our customers. Our headquarters are in Falls Church, Virginia. Find us online at pae.comto Facebook, Twitter and LinkedIn.

About Amentum
Amentum is a leading global services partner supporting critical programs of national importance in defence, security, intelligence, energy and environment. Amentum is built on a century-old heritage of operational excellence, mission focus and successful execution supported by a strong culture of safety and ethics. Based in Germantown, Maryland, Amentum employs approximately 57,000 people on seven continents. Visit to explore how Amentum delivers excellence for its customers’ most vital missions.

Forward-looking statements
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used herein, words such as “anticipate”, “believe”, “consider”, “continue”, “develop”, “expect”, “pursue”, “aim”, “have the intention to”, “may”, “plan”, “potential”, “project”, “research”, “should”, “target”, “shall” and variations of these words and similar expressions in connection with EAP, its management or the Merger are often used to identify such statements as “forward-looking statements”. These statements reflect the current views of PAE and its management with respect to future events, including the effects of the merger, and are subject to certain risks and uncertainties that may cause actual timing or results to differ materially. expressed or implied results. by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following: (i) the Merger may involve unforeseen costs or liabilities; (ii) shareholder disputes relating to the Merger may result in significant defense, indemnification and liability costs; (iii) PAE may be adversely affected by other economic, business and/or competitive factors; (iv) the occurrence of any event, change or other circumstance could result in the termination of the definitive merger agreement with Amentum Government Services Holdings LLC; (v) PAE may not be able to recognize the anticipated benefits of the Merger; and (vi) the risk that the Merger will disrupt PAE’s current plans and operations or distract management or employees from ongoing business operations. Additional factors that could affect the future results of PAE and the merger are set forth in PAE’s filings with the SEC from time to time, including those listed under “Risk Factors” in PAE’s annual report on Form 10-K for the fiscal year ended December 31, 2020 and filed with the SEC on March 16, 2021 and amended on May 7, 2021, as updated or supplemented by subsequent reports that PAE has filed or files with the SEC . You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. PAE undertakes no obligation to publicly update any forward-looking statement after it is posted, whether as a result of new information, future events or otherwise, except as required by law.

For media inquiries regarding the EAP, contact:
Celso Puente
Vice President, Marketing and Communications

For media inquiries regarding Amentum, contact:
Christine Fuentes
Vice President, Marketing and Communications

For investor inquiries regarding the EAP, contact:
Mark Zindler
Vice President, Investor Relations


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