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30 June 22. Aerojet Rocketdyne Shareholders Elect the Entire Independent Slate, Led by CEO Eileen Drake. Eileen Drake (the CEO of Aerojet Rocketdyne (NYSE: AJRD)) and the other members of the Independent Slate announced today that they have been elected by the shareholders of Aerojet Rocketdyne to serve as directors. The new Board consists of CEO Eileen Drake; incumbent independent directors Gen. Kevin Chilton (Ret.), Thomas Corcoran and Gen. Lance Lord (Ret.); and new independent directors Gail Baker, Marion Blakey, Maj. Gen. Charles Bolden (Ret.), and Deborah James.
Based on preliminary results, the Independent Slate received more than 75% of votes cast. Ms. Drake received the most votes of any individual director nominee, with support from greater than 83% of votes cast.
“We are extremely grateful for the input and support from our shareholders,” said Eileen Drake, CEO of Aerojet Rocketdyne. “The new Board consists of highly qualified and experienced directors with track records of creating tremendous shareholder value. Throughout this process, we have had the privilege to speak directly with our shareholders to discuss Aerojet Rocketdyne’s strategy and performance, and we welcome the opportunity for continued shareholder engagement. We are pleased that our shareholders recognized the Independent Slate’s value creation strategy. We believe Aerojet Rocketdyne has substantial momentum and upside, and we look forward to putting this proxy fight behind us so we can continue to focus on creating value for our shareholders.”
“We would like to thank our shareholders for their perspectives and feedback during this process, which the new Board will actively consider. We acknowledge that a difficult and costly fight has brought us to this point, but the time has come today to plot a positive path and work with all our shareholders, including Steel Partners, to maximize value. In that spirit, we would like to thank Warren Lichtenstein and the other departing board members for their service to our Company.”
“We would also like to thank Evercore, Gibson Dunn, Paul Hastings, King & Spalding, Ballard Spahr, Richards Layton & Finger, and D.F. King for their top-flight advice, expertise and experience during this complicated process.”
Additional information regarding the results of the 2022 Special Meeting will be available in a current report on Form 8-K that will be filed by Aerojet Rocketdyne with the Securities and Exchange Commission and on the Company’s investor website ir.aerojetrocketdyne.com.
Important Information
This communication is being made in the participants’ individual capacity, and not by or on behalf of Aerojet Rocketdyne Holdings (the “Company”). No Company resources were used in connection with these materials. (Source: PR Newswire)
30 June 22. Booz Allen Response to Antitrust Suit. Booz Allen Hamilton has issued the following statement regarding its proposed EverWatch acquisition, from company spokesperson Jessica Klenk: “For 108 years Booz Allen Hamilton has served clients with integrity and dedication. We are proud of the work we do in service of our government partners to help address some of the toughest problems this country faces. We take very seriously our responsibility to provide the most innovative and effective solutions to meet critical national missions. We strongly disagree with the Department of Justice’s characterization of the proposed $440m, approximately 500-person EverWatch transaction. We believe the acquisition would bring together two companies with complementary capabilities to support our collective national security interests and would enhance competition overall in an industry that is highly competitive.”
The transaction would accelerate technology development cycles and enable faster delivery of classified software development and analytics for national security clients, including AI, full-spectrum cyber operations, mission analytics, 5G, and TechSIGINT capabilities.
Grounded in Booz Allen’s culture, values, and commitment to national security missions, this transaction would drive major digital and cyber transformation in the Intelligence Community and beyond, creating a more comprehensive portfolio of offerings to a wider range of intelligence and defense clients. Booz Allen believes the transaction would deliver significant benefits to our government clients and we refute any suggestion that the proposed transaction would harm government agencies or taxpayers. (Source: BUSINESS WIRE)
30 June 22. UK defence industry sell-off is self-harm on a gob-smackingly grand scale. Failure to protect our greatest assets means our defensive capabilities are being rapidly hollowed out. The sale of RAF fuel giant Meggitt to an American rival is yet another painful reminder that “Global Britain” is little more than another of Boris Johnson’s meaningless slogans.
Actually that’s not strictly true. What it means is that just about everything in Britain is for sale, and not even at the right price. During the pandemic, UK companies were repeatedly picked off at bargain basement prices by opportunistic raiders from all over the world in a deal blitz unlike anything seen before.
Yet, instead of recognising the very clear lessons that Covid taught us about the importance of national resilience and self-reliance, the Government stood by idly and merely watched as swathes of highly valuable British plc disappeared into foreign or private hands.
Selling off your best defence assets to the highest bidder makes little sense regardless of what is going on elsewhere in the world, but conducting a glorified fire sale of your defence crown jewels when Russia is threatening the West with nuclear armageddon must rank among the stupidest acts that any recent government has ever conducted.
This is self-harm on a gob-smackingly grand scale. In allowing Meggitt to fall into the hands of a foreign bidder, business secretary Kwasi Kwarteng has essentially declared open season on Britain’s first-rate defence industry – or at least what is left of it – at a time when Europe’s national security is under attack from a country that possesses the world’s largest nuclear arsenal.
After the sale of GKN, Cobham, more recently Ultra Electronics, and now Meggitt, this country’s defence capabilities are being rapidly hollowed out as a result of a complete failure of industrial policy and an utter absence of strategic thinking at Cabinet level.
The timing is particularly unfortunate given the intense international diplomacy of recent days during which the Prime Minister took centre stage, and for once not just because he looked like he’d slept in a hedge. To his credit, Johnson was at the forefront of efforts to coral the West into stiffening its resolve over Ukraine at a gathering of G7 leaders in the Bavarian Alps.
Separately, secretary-general Jens Stoltenberg had warmed up a Nato summit in Spain by warning that Russia represented “the most significant and direct threat” to global security after it was revealed that the Western alliance planned a seven-fold expansion in the number of battle-ready troops to 300,000. If there was any doubt before, then it is as clear as day now: a new Cold War is underway.
Meggitt representatives point to the fact that just 2pc of its turnover comes from UK defence contracts, as if its sale is of little consequence. But exporting British arms to allies such as Ukraine is also firmly in this country’s interest.
What’s particularly disappointing is that ministers appear to have allowed themselves to be bullied by Washington into adopting a softer approach to an American-led takeover spree in Britain’s defence and aerospace sector.
This newspaper has revealed how US officials had threatened to limit defence cooperation with Britain if Kwarteng stood in the way of the US-led £2.6bn private equity buyout of Ultra Electronics, which makes sensitive technology capable of tracking Russian submarines.
Other than that, there is no compelling rationale for allowing it to happen. Ask any member of the Cabinet why this is happening and they will babble some tired old line about being “open to foreign investment” but there is obviously a massive difference between a big overseas corporation choosing to open a new factory on British shores, and allowing our brightest and best companies to be passed around like a second-hand carriage clock at a car-boot sale.
The former creates jobs, taxes and contributes to growth, the latter too often leads to the opposite: job cuts; plant and head office closures, with a subsequent erosion of the country’s industrial base, and the loss of vital technology, intellectual property and tax income. When it comes to defence, there is another major consequence: the potential threat to national security.
Kwarteng has allowed himself to be hoodwinked by promises to honour Meggitt’s major contracts and keep vital technology in the UK. But have our leaders seriously learnt nothing from the empty promises that soured the takeover of Cadbury more than a decade ago, or indeed Cobham, which was subsequently broken up by the same people that have taken control of Ultra?
True, America is our greatest ally but let’s not fool ourselves into thinking that it wouldn’t hesitate to put its own interests first when it comes to the crunch. Can you imagine the White House allowing any of its strategically important companies to fall into the hands of an overseas buyer? Of course not.
What if there is another war like the Falklands where our interests aren’t aligned with the US? Can Britain still count on the homegrown suppliers that we have ceded control of?
Revelations that Argentina’s French-made Exocet missiles which killed 46 British sailors contained ‘kill switch’ technology that could have disarmed the weapons are a stark reminder that our closest allies cannot always be relied upon during times of conflict. If that doesn’t prompt a rethink then nothing will. (Source: Google/ Daily Telegraph))
28 June 22. Britain says Meggitt-Parker deal concerns addressed, launches consultation. Britain said on Tuesday U.S. engineering and aerospace company Parker-Hannifin Corp (PH.N) has addressed competition and national security concerns over its 6.3 billion-pound ($7.67bn) takeover of UK rival Meggitt Plc .
Britain said the Secretary of State proposed to accept Parker’s undertakings but it has launched public consultations and will wait till the consultation period concludes on July 13 before making a final decision.
The British government was probing the deal, the latest by a U.S. buyer of a British firm, over competition and national security concerns, as Meggitt’s customers include Boeing (BA.N), Airbus (AIR.PA), Britain’s Ministry of Defence (MoD) and Rolls-Royce (RR.L).
Parker in May had agreed to sell its aircraft wheel & brake division to industrial machinery maker Kaman Corp (KAMN.N) for $440m, which London said addressed its competition-related queries.
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Meggitt supplies wheel and brake systems for military fighter programmes, and Parker’s unit sale to Kaman resolves concerns about overlapping activities with Meggitt.
The British government added that Parker also committed to honour its existing contracts to its defence ministry and agreed to protect sensitive government information in Meggitt.
Following UK’s regulatory update, Parker said it still expected to close the deal in third quarter of this year.
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“We are pleased that following very constructive engagement with the UK Government, the Secretary of State is minded to accept the national security and competition undertakings we have offered,” Parkerom Williams, the chief executive of Parker said in a statement.
The deal won EU antitrust approval in April. Meggitt did not respond to Reuters’ request for comment. ($1 = 0.8209 pounds) (Source: Reuters)
30 June 22. Meggitt and Ultra sales set for approval. Business secretary “minded to accept” measures to alleviate security and competition concerns. Business secretary Kwasi Kwarteng looks set to wave through the second sale of a listed UK defence company by a US-owned company within days. Kwarteng said he was “minded to accept” Parker Hannifin’s £6.26bn bid for aviation components supplier Meggitt (MGGT) after it promised a series of measures to address national security and competition concerns. The former include assurances around supplies to the Ministry of Defence (MoD) and site security measures, as well as ensuring that most of the company’s directors will remain resident UK nationals. The latter involves the sale of Parker’s aircraft, wheels and brakes business – including US assets – to an approved buyer.
Two separate consultation exercises will now be launched, both of which will close on 13 July. The tie-up was approved by the European Union in April and Parker Hannifin said it expected the deal to complete during the third quarter.
Kwarteng reached the same decision on the £2.57bn sale of Ultra Electronics (ULE) to private equity-owned Cobham last week, launching a consultation exercise which closes on 3 July.
Cobham, which was bought by Advent International in a £4bn deal in 2020, pledged to set up two UK-based “SecureCos” to carry out sensitive work for the MoD. It also granted ‘step-in rights’ allowing the UK government to transfer ownership of those entities either to itself or a third party as measures to address national security concerns.
Both deals were announced before the National Security and Investment Act came into force in January, which widens the scope under which deals can be called in on national security grounds.
Companies in a broader range of fields – including artificial intelligence, quantum technologies and even suppliers to emergency services – need to inform government if stakes or voting rights of more than 25 per cent are acquired, as well as assets such as land or intellectual property.
The government argued the new system would be more efficient, as it has to call in any deal of concern within 30 days, whereas under the old system it had up to four months to decide whether or not to intervene.
A report covering the act’s early operations stated that the system was “performing well”, with companies filing 222 notifications in the three months to 31 March, of which 17 were called in. Three of these were cleared and the remaining 14 were still being assessed.
Kwarteng said its new investment screening process gave firms “speed and certainty to do business in a way that protects the security of the UK”. (Source: Investors Chronicle)
28 June 22. Spain’s Indra looks for new board members after seven leave. Spanish defence company Indra (IDR.MC) said on Tuesday it had started to look for new independent board members to replace the seven that were ousted or quit after shareholders unexpectedly agreed last week to give the government more control. In a filing to stock market supervisor CNMV after a board meeting on Monday, Indra said it wanted to “restore the corporate governance structure, including, among others, the appointment of an independent vice-chairman and lead independent director.”
Indra, which is 25.2% owned by state holding company SEPI, removed five of its eight independent board members last Thursday after shareholders agreed to a proposal from activist fund Amber Capital to reshuffle the board. Its shares plunged 15% the next day.
Two more board members resigned since then, although one will stay at the company until new independent members are selected, Indra said on Tuesday. The government’s bigger role in the company comes ahead of the rollout of a jet fighter programme, and as Spain looks to increase defence spending in the wake of Russia’s invasion of Ukraine.
Spanish law forces shareholders that coordinate and control more than 30% of a listed company to launch a tender offer to buy all the outstanding shares of the company.
SEPI and Amber Capital together hold more than 30% in Indra. Broker Renta 4 has said the board overhaul appeared to involve coordinated action, and CNMV head Rodrigo Buenaventura told a financial event in Bilbao on Tuesday it was looking into the changes, after describing them on Friday as “worrisome”.
He added the supervisor would not talk about potential concerted action until a thorough analysis had been completed. SEPI and Amber were not immediately available to comment. The process to select new board members – making sure half of them are independent and preferably women – will be led by the remaining independent members, advised by a specialist consulting firm, Indra said. (Source: Reuters)
22 June 22. Stockholders approve the Viasat acquisition of Inmarsat — plus Viasat debuts New Choice home internet plans. Viasat Inc. (NASDAQ: VSAT) — at the company’s Special Meeting of Stockholders — received the necessary stockholder approvals for the proposed acquisition of Inmarsat.
Viasat continues to expect the transaction to close in the second half of calendar year 2022, subject to the receipt of certain regulatory approvals and clearances and the satisfaction of other customary closing conditions.
The combined company will create a leading global communications innovator with enhanced scale and scope to affordably, securely and reliably connect the world. Viasat believes the strategic combination will increase the pace of innovation to help drive new and better services for customers, broaden opportunities for employees as well as provide a foundation for significant, positive, free cash flow.
The complete results of the Special Meeting will be reported in a Form 8-K to be filed with the U.S. Securities and Exchange Commission in the coming days, after certification by Viasat’s Inspector of Election.
Richard Baldridge, President & Chief Executive Officer, said, “This approval is an important milestone as we move closer to completing our acquisition of Inmarsat. The overwhelming support of our shareholders confirms that this transformative combination is in the best interests of our company, shareholders, and allows for significant future growth in revenue, EBITDA and free cash flow. The combination of our unique teams, technologies, and resources will provide an incredible foundation to advance broadband communications and drive greater performance, reliability, and value for our customers. We are excited about what the future holds and look forward to the opportunities ahead.” (Source: Satnews)
23 June 22. Merger creates significant new player in Australian AI and sensor market. South Australian companies Consilium Technology and elmTEK have joined forces to form a new group focussing on AI and sensor technologies, servicing the defence, agriculture and mining sectors. The new group, which will announce its new name and brand soon, will remain headquartered in South Australia, bolstering the State’s growing defence industry and capability. It will employ some 160 staff.
The merger brings together more than 20 years’ combined experience and innovation in software engineering, systems integration, digital sensors, simulation and AI and is backed by leading Australian growth investor Pemba Capital Partners. Pemba is supporting the new
group’s ambitious growth targets in a market where 9 out of 10 Australian organisations are looking to implement AI solutions, and defence spending is expected to increase by more than 20% over the next five years.
The founders of the merged companies said the synergies between elmTEK and Consilium will enable the new group to increase its scale and capabilities in the delivery of large defence and space programs, as well as in agriculture, mining, logistics, energy and infrastructure.
“Over the past 10 years, we’ve proven ourselves and built a truly fantastic business focused on solving mission critical problems at pace for defence and other customers,” said elmTEK co-founder and Managing Director Ganen Ganeswaran. “The two companies have experienced significant growth in the past decade, and this merger with the support of Pemba demonstrates a real maturation of Australia’s digital defence sector.”
The CEO of Consilium Technology, Seth Thuraisingham, said the new group’s capabilities in sensors, simulation and AI are critical to solving defence challenges, improving productivity in agriculture and lowering costs and improving margins in medium to large enterprises.
“With growing global uncertainty in national security, food production and other social elements such as rising inflation and Covid-19 impacts, the strengthened capabilities through this merger will provide industries with tools to improve predictability,” he said.
“Technology like AI and sensors are akin to prediction machines that can deliver competitive advantage against emerging threats in the defence environment, improved yields in agriculture and automated knowledge work in enterprise.”
elmTEK co-founder and head of strategy Bjorn Wharff said the new partnership will be leveraging its extensive experience to support the future submarine and adjacent maritime
programs and combining this with deep AI expertise to offer specialised capabilities at scale to the new AUKUS and future submarine enterprise and to allied nations.
“This will be one of the most important strategic capabilities Australia will invest in over the next 20 years, and we’re thrilled to be perfectly positioned in this regard” said Bjorn Wharff.
Defence’s DST Group has an ongoing and successful working relationship with both Consilium and elmTEK, according to Professor Tanya Monro, Chief Defence Scientist.
“Innovation – to grow and sharpen Defence capability – must deliver advantages for Australia quickly, tangibly and enduringly,” she said. “It is good to see Australian Defence Industry supporting and accelerating the development of disruptive technologies beyond the research and initial demonstration stages. Previous DSTG partnerships with both elmTEK and Consilium are great examples of Defence working alongside Australian Defence Industry to transfer ideas through to commercialisation.” (Source: Rumour Control)
23 June 22. Kaman Invests $10m in Near Earth Autonomy to Accelerate the Deployment of Autonomous Systems. Kaman Corporation announced that it has invested $10m in Pittsburgh, PA based Near Earth Autonomy, Inc. in exchange for a minority interest in the outstanding equity of Near Earth and one seat on its board of directors. The investment by Kaman will allow Near Earth to accelerate its technology to establish an industry standard in autonomous solutions for the next generation of aviation. This partnership also leverages Kaman’s core competency in precision parts manufacturing as the preferred manufacturer of autonomous parts and components for Near Earth. This investment builds upon an already strong working relationship between the two companies. Since 2019, Near Earth has been a partner of Kaman on the autonomy technology for Kaman’s K-MAX TITAN heavy-lift optionally piloted helicopter for the United States Marine Corps and the KARGO UAV unmanned aerial system, a purpose-built autonomous medium-lift logistics vehicle. Going forward, Near Earth will provide safe landing, obstacle avoidance, and other autonomous flight technologies such as sense and avoid, navigation in a GPS-denied environment, and precision landing.
“We are excited about this opportunity to accelerate the technology development of autonomous systems,” said Ian Walsh, Chairman, President and Chief Executive Officer. “After several years of working together on our K-MAX TITAN and most recently on KARGO UAV, taking our relationship with Near Earth to the next level will help us accelerate this important technology even faster. In an ever-changing and growing autonomy market, we are confident that our joint expertise will result in highly capable, reliable, affordable and maintainable solutions for both military and commercial applications.”
“This investment represents a major leap forward for both Kaman and Near Earth to enable the next generation of autonomous aerial logistics,” said Sanjiv Singh, CEO of Near Earth. “Kaman has a well-deserved reputation for its robust aircraft specializing in logistics and is a fantastic partner for the development of autonomous cargo transport. We are excited at the opportunity to mature the technology for the commonplace use of autonomous aircraft for logistics across the industry.” (Source: UAS VISION)
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TCI International, Inc., is a wholly-owned subsidiary of SPX Corporation. TCI provides turn-key solutions for spectrum management and monitoring, direction finding, geolocation and communications intelligence to civilian, government, military and intelligence agencies as well as antennas for communications and high-power radio broadcasting. TCI is headquartered in Fremont, California, USA. For more information, visit www.tcibr.com.
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