DALLAS, July 16,
2024 /PRNewswire/ -- Jacobs (NYSE: J) has announced
that a Form 10 has been publicly filed with the U.S. Securities and
Exchange Commission ("SEC") for the previously
announced planned spin-off of its Critical Mission Solutions
and portions of its Divergent Solutions business, including the
Cyber & Intelligence business. Filed under Amazon Holdco Inc.,
the Form 10 describes the spin-off and merger with Amentum Parent
Holdings LLC ("Amentum"), to create a leading, publicly traded
global engineering and technology solutions provider. The
transaction is expected to close in the second half of the fourth
quarter of fiscal year 2024. Upon closing, the combined company
will be known as Amentum Holdings, Inc.
The information statement describes the separation and
distribution and the merger in detail and contains important
business and financial information about the businesses involved in
the transaction. The Form 10 can be found via the following
links:
https://www.sec.gov/Archives/edgar/data/2011286/000119312524178835/d774986dex991.htm
http://invest.jacobs.com/Separation-Transaction-Updates
Consistent with the Form 10 process, the filing is a step in an
iterative process and additional information relating to Amazon
Holdco Inc. upon separation from Jacobs will be filed in subsequent
versions of the document.
Amentum intends to hold a Capital Markets Day, which will be
webcast. Details regarding the Capital Markets Day, including date
and time and how interested persons may participate, will be
separately announced once finalized.
About Jacobs
At Jacobs, we're challenging today to reinvent tomorrow by
solving the world's most critical problems for thriving cities,
resilient environments, mission-critical outcomes, operational
advancement, scientific discovery and cutting-edge manufacturing,
turning abstract ideas into realities that transform the world for
good. With approximately $16 billion
in annual revenue and a talent force of more than 60,000, Jacobs
provides a full spectrum of professional services including
consulting, technical, scientific and project delivery for the
government and private sector. Visit jacobs.com and connect
with Jacobs on Facebook, Instagram, LinkedIn and X.
About Amentum
Amentum is a leader in global engineering, project management
and solutions integration, trusted to modernize government's most
critical missions. Driven to create a safer, smarter, cleaner
world, we innovate as a team of inventive doers passionate about
making a difference. Underpinned by a strong culture of ethics,
safety and inclusivity, Amentum is fiercely committed to
operational excellence and successful execution. Visit at
amentum.com to learn how we solve what's next.
Forward-Looking Statements
Certain statements contained in this communication constitute
forward-looking statements within the meaning of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are statements that do not directly relate to any
historical or current fact. When used herein, words such as
"expects," "anticipates," "believes," "seeks," "estimates,"
"plans," "intends," "future," "will," "would," "could," "can,"
"may," "target," "goal" and similar words are intended to identify
forward-looking statements. Examples of forward-looking statements
include, but are not limited to, statements we make concerning our
plans to spin off and merge with Amentum the Critical Mission
Solutions ("CMS") business and the Cyber & Intelligence
portions of our Divergent Solutions ("DVS") business (hereinafter
referred to collectively as the combined business or the combined
company) in a proposed transaction that is intended to be tax-free
to stockholders for U.S. federal income taxes purposes, Jacobs' and
its stockholders respective ownership percentages in the combined
company, the amount of cash proceeds and value to be derived by
Jacobs from the transaction and the disposition of Jacobs' retained
stake in the combined company, the expected timing, structure and
tax treatment of the proposed transaction, our intent to maintain
Jacobs' investment grade credit profile, the ability of the parties
to complete the proposed transaction, the potential benefits and
synergies of the proposed transaction, including future financial
and operating results and strategic benefits, the description of
the combined company's anticipated revenue, business and growth
opportunities, and the combined company's plans, objectives,
expectations and intentions, legal, economic and regulatory
conditions, and any assumptions underlying any of the foregoing.
Although such statements are based on Jacobs' and Amentum's current
estimates and expectations, and/or currently available competitive,
financial, and economic data, forward-looking statements are
inherently uncertain, and you should not place undue reliance on
such statements as actual results may differ materially. We caution
the reader that there are a variety of risks, uncertainties and
other factors that could cause actual results to differ materially
from what is contained, projected or implied by our forward-looking
statements. Such factors include uncertainties as to the structure
and timing of the proposed transaction, the impact of the proposed
transaction on Jacobs and the combined company if the proposed
transaction is completed, the possibility that the proposed
transaction may not qualify for the expected tax treatment, the
ability to obtain all required regulatory approvals, the
possibility that closing conditions for the proposed transaction
may not be satisfied or waived, on a timely basis or otherwise, the
risk that any consents or approvals required in connection with the
proposed transaction may not be received, the risk that the
proposed transaction may not be completed on the terms or in the
time-frame expected by the parties, unexpected costs, charges or
expenses resulting from the proposed transaction, business and
management strategies and the growth expectations of the combined
entity, risk relating to the combination and integration of the
businesses and the ability to implement its business strategy and
realize the expected benefits, including the ability to realize the
estimated synergies, the inability of Jacobs and the combined
entity to retain and hire key personnel, customers or suppliers
while the proposed transaction is pending or after it is completed,
as well as other factors that may impact Jacobs or the combined
business, such as competition from existing and future competitors
in its target markets, financial market risks that may affect
Jacobs or the combined business, including by affecting Jacobs' or
the combined business' access to capital, as well as general
economic conditions, including inflation and the actions taken by
monetary authorities in response to inflation, changes in interest
rates and foreign currency exchange rates, changes in capital
markets, the impact of a possible recession or economic downturn on
our results, prospects and opportunities, and geopolitical events
and conflicts, the risk that disruptions from the proposed
transaction will impact the Jacobs' or Amentum's business, the risk
that the separation of the businesses from Jacobs may be more
difficult than expected, a possible decrease in the trading price
of Jacobs' shares, as well as factors related to our business or
detailed from time to time in Jacobs' reports filed with the SEC
and in the Form 10 filed by Amazon Holdco Inc. with the SEC. The
foregoing factors and potential future developments are inherently
uncertain, unpredictable and, in many cases, beyond our control.
For a description of these and additional factors that may occur
that could cause actual results to differ from our forward-looking
statements see our Annual Report on Form 10-K for the year ended
September 29, 2023, and in particular
the discussions contained therein under Item 1 - Business; Item 1A
- Risk Factors; Item 3 - Legal Proceedings; and Item 7 -
Management's Discussion and Analysis of Financial Condition and
Results of Operations, our Quarterly Reports on Form 10-Q, as well
as Jacobs' other filings with the SEC, and in the Form 10 filed by
Amazon Holdco Inc. with the SEC, in particular the discussions
contained therein under Risk Factors. Jacobs is not under any duty
to update any of the forward-looking statements after the date of
this presentation to conform to actual results, except as required
by applicable law. We encourage you to read carefully the risk
factors, as well as the financial and business disclosures
contained in our Annual Report on Form 10-K, our Quarterly Report
on Form 10-Q and in other documents we file from time to time with
the SEC.
For additional information contact:
Investors:
Ayan Banerjee
JacobsIR@jacobs.com
Media:
Louise White, 469.724.0810
media@jacobs.com
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