Boeing Acquires the ARGON ST Spook Tech Firm/Entire ARGON ST Board under Investigation in Boeing Deal | Posted on: Thu, 05 Aug 2010 14:12:46 EDT

Aug 05, 2010 (Datamonitor Financial Deals Tracker via COMTEX) --The Boeing Company, an aerospace company, has acquired 100% stake in Argon ST, Inc., a manufacture of sensors for intelligence, surveillance and reconnaissance systems. Both the companies are based in the US.

Update on July 20, 2010:

Boeing Company has received an approval from Federal Trade Commission to acquire Argon.

Announcement (June 30, 2010):

Boeing Company has entered into an agreement to acquire Argon at a price of $34.5 per share in cash. The transaction is valued at approximately $775 million.

The offer price represents a premium of 41% to Argon ST's closing share price on June 29, 2010. Boeing plans to fund the transaction with existing cash resources and expects to close by the end of September 2010.

The definitive agreement was unanimously approved by Argon's board of directors and Argon's board intends to recommend that the company's stockholders tender their shares in the offer.

Upon completion, Argon ST will be operated as a stand-alone subsidiary of Boeing and a new division of Boeing Network & Space Systems, a business within the Boeing Defense, Space & Security operating unit.

Rumor: (May 10, 2010)

According to Reuters, Boeing Company is in talks to acquire Argon. The transaction is valued at approximately $660 million.

Reportedly, BAE Systems Plc and Raytheon Company are also in talks to acquire Argon.

Stone Key Partners LLC  is acting as financial advisor and DLA Piper LLP (US) is acting as legal advisor to Argon. Kirkland & Ellis LLP is acting as legal advisor and Citigroup, Inc. is acting as financial advisor to Boeing Company.

Deal Value (US$ Million) 775

Deal Type                Acquisition

Sub-Category             100% Acquisition

Deal Status              Completed: 2010-08-05

Deal Participants

Target (Company)   Argon ST, Inc.

Acquirer (Company) The Boeing Company

Deal Rationale

The acquisition of Argon will advance Boeing's growth strategy and expands its capabilities to address the C5ISR, cyber and intelligence markets. By combining the strength of Boeing with the experience of Argon ST will significantly accelerate Boeing's capabilities in sensors, communications technologies and information management. ...

ARGON ST, Inc. board under investigation 


PRLog (Press Release)Jun 30, 2010 – An investigation on behalf of current investors ARGON ST, Inc. (NASDAQ:STST) over possible breaches of fiduciary duty by certain members of the ARGON ST board of directors in connection with the takeover attempt by The Boeing Company was announced. ... 

Argon ST, Inc., located in Fairfax, VA, is a systems engineering, development and services company. ARGON ST, Inc. reported in 2007 Total Revenue of $282.21million, in 2008 $340.93million, and in 2009 $366.08million.

On Wednesday, June 30, 2010, Argon ST [NASDAQ: STST] and The Boeing Company [NYSE: BA] announced that they have entered into an agreement for Boeing's acquisition of Argon ST in an all cash tender offer and merger for $34.50 per share, or approximately $775 million, net of cash acquired. The definitive agreement was unanimously approved by Argon ST's Board of Directors. ...

The investigation by a law firm “concerns whether the ARGON ST, Inc. Board of Directors breached their fiduciary to ARGON ST, Inc. (NASDAQ:STST) stockholders by failing to adequately shop the Company prior to supporting the agreement, whether the Board of Directors breached their fiduciary duties by not seeking a deal that would provide better ARGON ST, Inc. (STST), and whether The Boeing Company is underpaying for ARGON ST (STST), thus unlawfully harming STST stockholders.” ...




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