Strategic Acquisition Reinforces Lockheed
Martin's Commitment to Expanding Advanced Satellite
Manufacturing and Responsive Space Capabilities
BETHESDA, Md., Aug. 15,
2024 /PRNewswire/ -- Lockheed Martin [NYSE: LMT]
today announced the signing of a definitive agreement to acquire
Terran Orbital [NYSE: LLAP], a global leader of satellite-based
solutions primarily supporting the aerospace and defense
industries.
Terran Orbital brings a high throughput, robotic manufacturing
capacity and high-performing modular space vehicle designs.
Combined with Lockheed Martin's record of performance and
innovation, this transaction will usher in an even broader range of
capabilities and value for customers. Lockheed Martin uses Terran
Orbital's satellites for its work, most notably with the Space
Development Agency's Transport and Tracking Layer programs, and in
several of its self-funded technology demonstrations.
"We've worked with Terran Orbital for more than seven years on a
variety of successful missions," said Robert Lightfoot, president, Lockheed Martin
Space. "Their capabilities, talent and business momentum align with
Lockheed Martin Space's strategic plans – and we're looking forward
to welcoming them to our team. Our customers require advanced
technology and even faster product development, and that's what we
can achieve together."
The transaction stands to pave a path for further advancement,
as Lockheed Martin continues to invest in technology, people, and
capacity to support future customer needs.
"This transaction combines our strengths and expertise," said
Marc Bell, chairman, CEO, and
co-founder of Terran Orbital. "This move will open new
opportunities for growth and innovation, and we couldn't be more
excited about the future. Access to Lockheed Martin's incredible
engineers and world class facilities will only accelerate our
business plan to provide low-cost, high-value solutions to our
ever-growing customer base."
Transaction Details
The enterprise value of the transaction is approximately
$450 million. Lockheed Martin will
acquire Terran Orbital for $0.25 in
cash for each outstanding share of common stock and retire its
existing debt. This transaction also provides for Lockheed Martin
and other current Terran Orbital creditors establishing a new,
$30 million working capital facility
that has been put in place as of signing.
The transaction is expected to close in fourth quarter of 2024
and is subject to the satisfaction of customary closing conditions,
including regulatory and Terran Orbital stockholder approvals. Upon
closing, Terran Orbital will remain a commercial merchant supplier
to industry.
Proven Spacecraft Portfolio and Technology
Terran Orbital has a track record of supporting more than 80
missions over the past decade for government and commercial
customers with complex mission requirements, from low earth orbit
to the Moon and beyond. As of today, Lockheed Martin is Terran
Orbital's largest customer. This longstanding working relationship
between the companies underpins a strong cultural alignment and
ability to recognize synergies between the two businesses.
Terran Orbital joined the Lockheed Martin Ventures (LM Ventures)
portfolio – a fund that makes investments in technology innovations
to drive growth in existing, adjacent and new segments for the
company – with an initial investment in 2017. LM Ventures has since
made two additional investments in Terran Orbital in 2020 and 2022.
This marks the first LM Ventures company that Lockheed Martin has
sought to acquire since founding the fund in 2007.
About Lockheed Martin
Lockheed Martin is a global defense technology company driving
innovation and advancing scientific discovery. Our all-domain
mission solutions and 21st Century Security vision accelerate the
delivery of transformative technologies to ensure those we serve
always stay ahead of ready. More information at
www.Lockheedmartin.com.
About Terran Orbital
Terran Orbital is a leading manufacturer of satellite products
primarily serving the aerospace and defense industries. Terran
Orbital provides end-to-end satellite solutions by combining
satellite design, production, launch planning, mission operations,
and on-orbit support to meet the needs of the most demanding
military, civil, and commercial customers. Learn more at
www.terranorbital.com.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of Terran Orbital Corporation
("Terran Orbital") by Lockheed Martin Corporation ("Lockheed
Martin"). In connection with the proposed transaction, Terran
Orbital intends to file with the Securities and Exchange Commission
(the "SEC") a proxy statement on Schedule 14A. Promptly after
filing its definitive proxy statement with the SEC, Terran Orbital
intends to mail the definitive proxy statement and a proxy card to
each stockholder entitled to vote at the special meeting relating
to the proposed transaction. STOCKHOLDERS OF TERRAN ORBITAL ARE
URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE PROPOSED TRANSACTION THAT TERRAN ORBITAL FILES WITH THE
SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive
proxy statement, the preliminary proxy statement and any other
documents filed by Terran Orbital with the SEC may be obtained free
of charge at the SEC's website at www.sec.gov or at Terran
Orbital's website at www.terranorbital.com.
Participants in the Solicitation
Terran Orbital, Lockheed Martin and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from Terran Orbital's stockholders with
respect to the proposed transaction. Information regarding the
identity of participants in the solicitation of proxies, and their
direct or indirect interests in the proposed transaction, by
security holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with the SEC in
connection with the proposed transaction. Additional information
about Terran Orbital's directors and executive officers and their
ownership of Terran Orbital common stock is set forth in Terran
Orbital's definitive proxy statement for its 2024 annual meeting of
stockholders filed with the SEC on April 10,
2024 (the "Terran Orbital 2024 Proxy Statement"), under
"Board of Directors and Corporate Governance," "Executive
Officers," "Executive Compensation" and "Security Ownership of
Certain Beneficial Owners and Management." To the extent that
holdings of Terran Orbital's securities by directors and executive
officers have changed since the amounts disclosed in the Terran
Orbital 2024 Proxy Statement, such changes have been or will be
reflected on Initial Statements of Beneficial Ownership on Form 3
and Statements of Changes in Ownership on Form 4 filed with the
SEC. Information about Lockheed Martin's directors and executive
officers is set forth in Lockheed Martin's definitive proxy
statement for its 2024 annual meeting of stockholders filed with
the SEC on March 15, 2024 (the
"Lockheed Martin 2024 Proxy Statement"), under "Director Nominees,"
"Executive Compensation" and "Security Ownership of Management and
Certain Beneficial Owners." To the extent holdings of Lockheed
Martin's securities by directors and executive officers have
changed since the amounts disclosed in the Lockheed Martin 2024
Proxy Statement, such changes have been or will be reflected on
Initial Statements of Beneficial Ownership on Form 3 and Statements
of Changes in Ownership on Form 4 filed with the SEC. You can
obtain free copies of these documents at the SEC's website at
www.sec.gov or by accessing the respective companies' websites at
www.terranorbital.com (Terran Orbital) and www.lockheedmartin.com
(Lockheed Martin).
Forward-Looking Statements
This news release contains statements that, to the extent they
are not recitations of historical fact, constitute "forward-looking
statements" within the meaning of the federal securities laws, and
are based on Lockheed Martin's and Terran Orbital's current
expectations and assumptions, including, among other things,
statements regarding the proposed transaction and the expected
benefits of the proposed transaction; the anticipated timing of the
proposed transaction and financing of the proposed transaction; and
the future performance of Lockheed Martin's or of Terran Orbital's
business if the proposed transaction is completed. The words
"believe," "estimate," "anticipate," "project," "intend," "expect,"
"plan," "outlook," "will," "should," "could," "scheduled,"
"forecast," and similar expressions are intended to identify
forward-looking statements. There can be no assurance that the
proposed transaction or any other future events will occur as
anticipated, if at all, or that actual results will be as expected.
These statements are not guarantees of future performance and are
subject to risks and uncertainties. Actual results may differ
materially due to factors such as: the failure to obtain, delays in
obtaining, or adverse conditions contained in any required
regulatory or other approvals for consummation of the proposed
transaction, the possibility that Terran Orbital stockholders may
not approve the proposed transaction; the failure to consummate or
a delay in consummating the proposed transaction for other reasons;
the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the merger
agreement related to the proposed transaction; Lockheed Martin's or
Terran Orbital's business being disrupted due to
transaction-related uncertainty; the diversion of Terran Orbital's
management's or employees' attention during the pendency of the
proposed transaction from Lockheed Martin's or Terran Orbital's
ongoing business operations and other opportunities; the failure to
successfully and timely integrate Terran Orbital and realize the
benefits of the proposed transaction; the risk of litigation
relating to the proposed transaction; competitive responses to the
proposed transaction; unexpected liabilities, costs, charges or
expenses resulting from the proposed transaction; and potential
adverse reactions or changes to business relationships from the
announcement or completion of the proposed transaction. These are
only some of the factors that may affect the forward-looking
statements contained in this news release. For a discussion
identifying additional important factors that could cause actual
results to differ materially from those anticipated in the
forward-looking statements, see Lockheed Martin's filings with the
SEC, including, but not limited to, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
"Risk Factors" in Lockheed Martin's most recent Annual Report on
Form 10-K and subsequent quarterly reports on Form 10-Q, and Terran
Orbital's filings with the SEC, including, but not limited to,
Terran Orbital's Annual Report on Form 10-K for the fiscal year
ended December 31, 2023, filed with
the SEC on April 1, 2024, its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the SEC on August 12, 2024, and the prospectus supplements
dated September 18, 2023 and
July 23, 2024, each related to its
Registration Statement on Form S-3, as amended (File No.
333-271093), which was declared effective by the SEC on
April 18, 2023. Lockheed Martin's
filings may be accessed through the investor relations page of its
website, www.lockheedmartin.com/investor or through the website
maintained by the SEC at www.sec.gov. Terran Orbital's filings may
be accessed through the investor relations page of its website,
www.investors.terranorbital.com or through the website maintained
by the SEC at www.sec.gov. Except where required by applicable law,
each of Lockheed Martin and Terran Orbital expressly disclaims a
duty to provide updates to forward-looking statements after the
date of this news release to reflect subsequent events, changed
circumstances, changes in expectations, or the estimates and
assumptions associated with them. The forward-looking statements in
this news release are intended to be subject to the safe harbor
protection provided by the federal securities laws.
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SOURCE Lockheed Martin