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FALLS CHURCH, Va. – General Dynamics (NYSE: GD) todayannounced the successful completion of its tender offer to purchase all of theoutstanding shares of common stock of Force Protection, Inc. (NASDAQ: FRPT),for a price of $5.52 per share in cash. The offer and withdrawal rightsexpired, as scheduled, on Friday, December 16, 2011. The tender offer waslaunched on November 18, following the announcement on November 7 that GeneralDynamics and Force Protection had reached agreement on the terms of a mergeragreement.The acquisition of ForceProtection is expected to be accretive to General Dynamics’ earnings in 2012.
As of December 16, approximately 51.7 million shares of Force Protectioncommon stock, including approximately 3.7 million shares subject to guaranteeddelivery procedures, were validly tendered and not withdrawn in the offer.That amount represents approximately 81.7percent of the outstanding shares of Force Protection common stock. GeneralDynamics accepted for payment the shares through its wholly-owned subsidiary,Falcon Acquisition Corp.GeneralDynamics will now exercise a “top up” option, as described in the Offer toPurchase, which will result in General Dynamics owning at least 90% of theoutstanding shares of Force Protection. Once the top-up option is exercised,General Dynamics intends to complete a “short form” merger under Nevada law.
Force Protection will become a wholly owned subsidiary of GeneralDynamics as a result of the merger and will become part of General DynamicsLand Systems.
In the merger, each remaining share of Force Protection common stockthat was not validly tendered in the tender offer, other than shares owned byGeneral Dynamics or Force Protection, will be cancelled and converted into theright to receive the same $5.52 per share in cash that was paid in the tenderoffer.
Once the merger is completed, General Dynamics intends to cause allshares of Force Protection common stock to be delisted from the NASDAQ CapitalMarket, and Force Protection will no longer have reporting obligations underthe Securities Exchange Act of 1934, as amended.
More information about General Dynamics is available atwww.generaldynamics.com.
Notice to Investors
This press release isfor informational purposes only and is not a recommendation, an offer topurchase or a solicitation of an offer to sell shares of Force Protectionstock. Falcon Acquisition Corp., a wholly-owned subsidiary of General Dynamics,has filed a tender offer statement and related exhibits with the SEC and ForceProtection has filed a solicitation/recommendation statement with respect tothe tender offer. Investors and stockholders of Force Protection are stronglyadvised to read the tender offer statement (including the related exhibits) andthe solicitation/recommendation statement, as well as any amendments theretoand other relevant documents filed with the SEC, when they become available,because they will contain important information that stockholders shouldconsider before making any decision regarding tendering their shares. Thetender offer statement (including the related exhibits), thesolicitation/recommendation statement and other documents (when available)filed with the SEC are available at no charge on the SEC’s website atwww.sec.gov. In addition, the tender offer statement and other documents(when available) filed by the wholly-owned subsidiary of General Dynamics withthe SEC are available to all stockholders of Force Protection free of charge atwww.generaldynamics.com. The solicitation/recommendation statement and theother documents (when available) filed by Force Protection with the SEC areavailable to all stockholders of Force Protection free of charge atwww.forceprotection.net.
Certain statements made in this press release, including anystatements as to future results of operations and financial projections, mayconstitute “forward-looking statements” within the meaning of the PrivateSecurities Litigation Reform Act of 1995, as amended. Statements hereinregarding the proposed transaction between General Dynamics and ForceProtection, the expected timetable for completing the transaction, thepotential benefits of the transaction, and any other statements about management’sfuture expectations, beliefs, goals, plans or prospects also constituteforward-looking statements. Forward-looking statements are based onmanagement’s expectations, estimates, projections and assumptions. Thesestatements are not guarantees of future performance and involve certain risksand uncertainties, which are difficult to predict. Therefore, actual futureresults and trends may differ materially from what is forecast inforward-looking statements due to a variety of factors. Additional informationregarding these factors is contained in each company’s filings with theSecurities and Exchange Commission, including, without limitation, its AnnualReport on Form 10-K and its Quarterly Reports on Form 10-Q.
All forward-looking statements speak only as of the datethey were made. General Dynamics and Force Protection do not undertake anyobligation to update or publicly release any revisions to any forward-lookingstatements to reflect events, circumstances or changes in expectations afterthe date of this press release.