ATK merger with Orbital Sciences Corp. More added 29th

From Reuters News

Tue Apr 29, 2014 11:54am EDT

(Reuters) - Alliant Techsystems Inc, the world’s largest ammunition maker, said it would merge with Orbital Sciences Corp, after spinning off its sporting gun business.

Orbital shares were up nearly 19 percent in premarket trading. Shares of Alliant Techsystems, better known as ATK, were up 5 percent.

Orbital makes small- and medium-class rockets and space systems for commercial, military and civil government customers.

Orbital stockholders will get 0.449 ATK shares per Orbital share, ATK said on Tuesday. The combined company, to be called Orbital ATK Inc, will own about $1.7 billion of ATK’s debt.

ATK said its shareholders will own about 53.8 percent of the combined company, with Orbital shareholders holding the rest.

The deal is expected to close by the end of this year.

BofA Merrill Lynch acted as ATK’s financial adviser and Cravath, Swaine & Moore LLP was its legal adviser. Orbital’s financial advisor was Citigroup and its legal advisor was Hogan Lovells US LLP.

ATK’s outdoor sports business, which will be spun off to its shareholders, makes sporting rifles, holsters and harnesses.

ATK shares closed at $138.82 on the New York Stock Exchange on Monday. Orbital shares closed at $26.57. (Reporting by Mridhula Raghavan in Bangalore; Editing by Joyjeet Das)

From a ATK news release April 29th 2014
ATK Announces Plan to Create Two Independent, Publicly Traded Companies Committed to Leadership in Outdoor Sports and Aerospace and Defense

Spin-off of Sporting
ATK operates in three business segments today: Aerospace Group, Defense Group, and Sporting Group. The company has grown significantly over the past two decades through organic growth and acquisitions, building leadership positions in several core and adjacent market segments.

The company’s Sporting and A&D businesses operate in two fundamentally different markets with very different operating dynamics, compliance requirements, customer sets and growth opportunities. As standalone companies, they will be more focused businesses, with clear and distinct strategic visions and objectives, additional operational flexibility and the financial strength to make the most of their unique opportunities in their respective industries.

Since entering the commercial ammunition and sporting accessories space in 2001, ATK has built a leading position in the shooting sports for hunters, shooting enthusiasts and law enforcement professionals. The acquisitions of Savage and Bushnell in 2013 enabled ATK to expand its core competencies while creating opportunities to enter into new, adjacent markets in the outdoor recreation industry.

In today’s growing market, the Sporting Group enjoys expanded distribution for some of the most widely known and respected brands in the industry: Federal Premium, Bushnell, Savage Arms, BLACKHAWK!, Primos, Final Approach, Uncle Mike’s, Hoppe’s, RCBS, Alliant Powder, CCI, Speer, Champion Targets, Gold Tip Arrows, Weaver Optics, Outers, Bollé, Cebe, and Serengeti.

“Sporting continues to deliver excellent performance,” said DeYoung. “Results from our recently completed fourth quarter demonstrated continued revenue and earnings growth, and margin expansion. Full details on our fourth quarter results will be discussed on our May 15 earnings call.”

ATK believes that separating Sporting into a standalone entity will facilitate opportunities to further drive growth and marshal resources to broaden and deepen its market leadership. ATK believes that a more focused corporate leadership team, operating within a clearly defined commercial market with a competitive business model, will contribute to unlocking significant value for ATK shareholders. Following the completion of the transaction, Sporting will also enjoy a strong balance sheet that will provide the ability to fund its growth strategy. Over the past 10 years, ATK’s Sporting Group has delivered annual sales growth of approximately 16 percent (14 percent organic growth).

Sporting is expected to be a world leader in outdoor recreation products with adjusted pro forma last twelve months ended December 2013 (LTM Dec) revenues of $2.2 billion1 and LTM Dec 2013 adjusted EBITDA of $361 million2 (see reconciliation table for details).

Upon completion of the transaction, Mr. DeYoung will serve as the Chairman and Chief Executive Officer of Sporting. Mr. DeYoung is working with ATK’s Board of Directors to develop detailed plans for an efficient and capable corporate structure with experienced management and strong governance policies and practices, as well as to establish the name and branding of Sporting. Sporting will be headquartered in Utah and is expected to employ nearly 5,800 workers in 11 states and worldwide.

Edited from the full announcement & selected text made bold by me.