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8-K - FORM 8-K - APPLIED SIGNAL TECHNOLOGY INC | w80947e8vk.htm |
EX-99.1 - EX-99.1 - APPLIED SIGNAL TECHNOLOGY INC | w80947exv99w1.htm |
Exhibit 99.2
Text of Company E-mail Communication to Employees:
Valued Employee,
I have some exciting news to share with you. This morning the Company announced that it signed an
agreement to be acquired by Raytheon Company. As you know, in October we announced that our Board
of Directors was exploring strategic alternatives to enhance shareholder value. As a result of a
comprehensive evaluation of alternatives, and considering the best interests of the Company, our
customers, employees and shareholders, our Board approved the transaction with Raytheon. At the
conclusion of the merger process, we will report to Raytheons Space and Airborne Systems
organization as Applied Signal Technology, a Raytheon Company. A copy of the press release
announcing the transaction is attached.
We understand that this raises additional questions for our employees and we will do our best to
answer them. We have scheduled a series of all-employee meetings in order to provide you with
additional information. The meetings will be held at all locations at 9 am ET/6 am PT, 11 am ET/8
am PT, and 1 pm ET/10 am PT today. We will begin with a broadcast presentation followed by a local
question-and-answer session at the following locations:
In our initial discussions with Raytheon and our customers, they have expressed great support and
are counting on us to collectively continue supporting their critical mission needs. As we enter
this transition period, please continue to do what youve always done, provide world-class service
to our customers.
Thank you for your continued support.
William B. Van Vleet III
Chief Executive Officer
Applied Signal Technology
400 W. California Avenue
Sunnyvale, California 94086
Office: (408) 522-3500 Mobile: (714) 501-2468
http://www.appsig.com
Chief Executive Officer
Applied Signal Technology
400 W. California Avenue
Sunnyvale, California 94086
Office: (408) 522-3500 Mobile: (714) 501-2468
http://www.appsig.com
Important Information about the Tender Offer
The transaction will be structured as a tender offer or, in certain circumstances, as a one-step
merger. The tender offer described herein has not yet commenced, and this communication is neither
an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender
offer is commenced, Raytheon will cause its subsidiary, RN Acquisition Company to file a tender
offer statement on Schedule TO with the SEC. Investors and Applied Signal Technology, Inc.s
shareholders are strongly advised to read the tender offer statement (including an offer to
purchase, letter of transmittal and related tender offer documents) and the related
solicitation/recommendation statement on Schedule 14D-9 that will be filed by Applied Signal
Technology, Inc. with the SEC, because they will contain important information. These documents
will be available at no charge on the SECs website at www.sec.gov. A copy of the tender
offer statement and the solicitation/recommendation statement will be made available free of charge
to all shareholders of Applied Signal Technology, Inc. www.appsig.com or by contacting
Applied Signal Technology, Inc. at 460 West California Avenue, Sunnyvale, California 94086, (408) 749-1888.
Important Information about the Potential One-Step Merger
In connection with the potential one-step merger, Applied Signal Technology, Inc. would file a
proxy statement with the SEC. Additionally, Applied Signal Technology, Inc. would file other
relevant materials with the SEC in connection with the proposed acquisition of Applied Signal
Technology, Inc. by Raytheon and RN Acquisition Company pursuant to the terms of the merger
agreement. The materials to be filed by Applied Signal Technology, Inc. with the SEC will be
available at no charge on the SECs website at www.sec.gov. Investors and shareholders
also may obtain copies of the proxy statement from of charge from the Company at
www.appsig.com or by contacting the Company at 460 West California Avenue, Sunnyvale, California
94086, (408) 749-1888. Investors and security holders of Applied Signal are urged to read the
proxy statement and the other relevant materials when they become available before making any
voting or investment decision with respect to the one step merger because they will contain
important information about the one step merger and the parties to the one step merger.
Raytheon Company and Applied Signal Technology, Inc. and their respective directors, executive
officers and other members of their management and employees, under the SEC rules, may be deemed to
be participants in the solicitation of proxies of Applied Signal Technology, Inc. shareholders in
connection with the one step merger. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of certain of Applied Signal
Technology, Inc.s executive officers and directors in the solicitation by reading the Companys
proxy statement for its 2010 annual meeting of shareholders, the Annual Report on Form 10-K for the
fiscal year ended October 31, 2009, and the proxy statement and other relevant materials which may
be filed with the SEC in connection with the one step merger when and if they become available.
Information concerning the interests of Applied Signal Technology, Inc.s participants in the
solicitation, which may be, in some cases, different than those of Applied Signal Technology,
Inc.s shareholders generally, will be set forth in the proxy statement relating to the one step
merger when it becomes available. Additional information regarding the Applied Signal Technology,
Inc. directors and executive officers is also included in Applied Signal Technology, Inc.s proxy
statement for its 2010 annual meeting of shareholders and is included in the Annual Report on Form
10-K for the fiscal year ended October 31, 2009 containing Part III information.