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Actionable news in LMT: LOCKHEED MARTIN Corp,

Lockheed Martin Announces Preliminary Results of Exchange Offer for IT and Technical Services Businesses

-- Lockheed Martin expects the exchange to result in a reduction of Lockheed Martin common stock outstanding by 9,369,694 shares

-- Participating Lockheed Martin stockholders will receive approximately 77 million shares of Leidos common stock with a market value of approximately $2.8 billion based on Leidos' August 15 closing price adjusted for the $13.64 per share Leidos special dividend to be paid

-- Aggregate transaction value of approximately $4.6 billion, inclusive of $1.8 billion special cash payment to Lockheed Martin and $2.8 billion of Leidos common stock to be distributed to participating Lockheed Martin stockholders through the exchange offer

BETHESDA, Md., Aug. 16, 2016 /PRNewswire/ -- Lockheed Martin (NYSE: LMT) announced today the preliminary results of its exchange offer for shares of Lockheed Martin common stock in connection with the previously announced transaction to separate its Information Systems & Global Solutions (IS&GS) business segment and combine it with Leidos Holdings, Inc. (NYSE: LDOS) in a tax-efficient Reverse Morris Trust transaction.

Lockheed Martin expects to accept shares tendered in the exchange offer, subject to proration, and expects, through the split-off structure, to repurchase 9,369,694 of its shares of common stock upon closing of the transaction. Closing is expected to occur later today immediately following the satisfaction of all remaining closing conditions and consummation of the exchange offer. In connection with the closing of the transaction, Lockheed Martin will receive a special cash payment of $1.8 billion, which will be used for repayment of debt, dividends and/or share repurchases.

The final exchange ratio for the exchange offer was set at 8.2136 shares of common stock of Abacus Innovations Corporation (Abacus) for each share of Lockheed Martin common stock. Upon completion of the merger of Abacus with a subsidiary of Leidos, each share of Abacus common stock will be converted into one share of Leidos common stock. As a result, Lockheed Martin stockholders who tendered shares of Lockheed Martin common stock in the exchange offer will receive approximately 8.2136 shares of Leidos common stock (subject to the receipt of cash in lieu of fractional shares) for each share of Lockheed Martin common stock accepted for exchange.

Exchange Offer Preliminary Results

Pursuant to the exchange offer, which expired today at 8:00 a.m. EDT, and based on a preliminary count by the exchange agent, approximately 96,116,351 shares of Lockheed Martin common stock were tendered prior to the expiration of the exchange offer, including 45,859,639 shares tendered pursuant to guaranteed delivery procedures. The total number of shares tendered included an estimated 1,821,061 shares of Lockheed Martin common stock tendered by odd-lot stockholders (holders of fewer than 100 shares) not subject to proration. Lockheed Martin will exchange a total of 9,369,694 shares of Lockheed Martin common...


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