Investigation Overview
An investigation on behalf of investors, who currently hold shares of Engility Holdings, Inc. (NYSE: EGL), was announced concerning whether the takeover of Engility Holdings, Inc. is unfair to NYSE: EGL stockholders.
The investigation by a law firm concerns whether certain officers and directors of Engility Holdings, Inc. breached their fiduciary duties owed to NYSE: EGL investors in connection with the proposed acquisition.
Chantilly, VA based Engility Holdings, Inc., together with its subsidiaries, provides a range of technical services to the U.S. Engility Holdings, Inc. reported that its annual Total Revenue declined from over $2.08 billion in 2015 to over $2.07 billion in 2016 and that its Net Loss declined from $235.35 million in 2015 to $10.8 million in 2016.
On September 10, 2018, Science Applications International Corp. (NYSE: SAIC) and Engility Holdings Inc., (NYSE: EGL) announced that they have entered into an agreement under which SAIC will acquire Engility in an all-stock transaction valued at $2.5 billion ($2.25 billion net of the present value of tax assets). Under the terms of the merger agreement, Engility Holdings, Inc. stockholders will receive a fixed exchange ratio of 0.450 shares of SAIC common stock for each share of Engility Holdings, Inc. stock in an all-stock transaction. Based on an SAIC per share closing price of $89.86 on September 7, 2018, the transaction is valued at $40.44 per share of Engility Holdings, Inc. common stock or $2.5 billion in the aggregate, including the repayment of $900 million in Engility's debt.
However, the investigation concerns whether the offer is unfair to Engility Holdings, Inc. (NYSE: EGL stockholders. More specifically, the investigation concerns whether the Engility Holdings, Inc. (NYSE: EGL Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.