Item 8.01 Other Events.
On June 21, 2022, ManTech International Corporation (ManTech) announced that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (HSR Act), in connection with the proposed acquisition of ManTech by
The Carlyle Group Inc. (The Carlyle Group), expired on June 20, 2022.
As previously announced, ManTech entered into an Agreement and Plan of Merger
(Merger Agreement) pursuant to which an entity controlled by investment funds
managed by The Carlyle Group would acquire ManTech. The expiration of the HSR
Act waiting period satisfies a condition to the proposed acquisition. The
proposed acquisition remains subject to other customary closing conditions
specified in the Merger Agreement, including, among others, the adoption of the
Merger Agreement by ManTech's stockholders.
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction
involving ManTech and The Carlyle Group. A meeting of the stockholders of
ManTech will be announced as promptly as practicable to seek stockholder
approval in connection with the proposed Merger. ManTech expects to file with
the SEC a proxy statement and other relevant documents in connection with the
proposed Merger. The definitive proxy statement will be sent or given to the
stockholders of ManTech and will contain important information about the
proposed Merger and related matters. STOCKHOLDERS OF MANTECH ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT MANTECH AND THE MERGER. Investors may obtain a free copy of
these materials (when they are available) and other documents filed by ManTech
with the SEC at the SEC's website at www.sec.gov.
ManTech and certain of its directors, executive officers and other members of
management and employees may be deemed to be participants in soliciting proxies
from its stockholders in connection with the Merger. Information regarding the
persons who may, under the rules of the SEC, be considered to be participants in
the solicitation of ManTech's stockholders in connection with the proposed
transaction will be set forth in ManTech's definitive proxy statement for its
stockholder meeting at which the proposed transaction will be submitted for
approval by ManTech's stockholders. You may also find additional information
about ManTech's directors and executive officers in ManTech's definitive proxy
statement for its 2022 Annual Meeting of Stockholders, which was filed with the
SEC on April 29, 2022, and in subsequently filed Current Reports on Form 8-K and
Quarterly Reports on Form 10-Q.
Forward-Looking Statements
This communication contains certain forward-looking statements concerning
ManTech and the proposed transaction between ManTech and The Carlyle Group. All
statements other than statements of fact, including information concerning
future results, are forward-looking statements. These forward-looking statements
are generally identified by the words "anticipate," "believe," "estimate,"
"expect," "intend," "may," "could" or similar expressions. Such forward-looking
statements include, but are not limited to, the inability to obtain required
regulatory approvals or satisfy other conditions to the closing of the proposed
transaction; unexpected costs, liabilities or delays in connection with the
proposed transaction; the occurrence of any event, change or other circumstances
that could give rise to the termination of the transaction; the significant
transaction costs associated with the proposed transaction and other risks that
may imperil the consummation of the proposed transaction, which may result in
the transaction not being consummated within the expected time period or at all;
negative effects of the announcement, pendency or consummation of the
transaction on the market price of ManTech's common stock or operating results,
including as a result of changes in key customer, supplier, employee or other
business relationships; the risk of litigation or regulatory actions; the
inability of ManTech to retain and hire key personnel; the risk that certain
contractual restrictions contained in the business combination agreement during
the pendency of the proposed transaction could adversely affect ManTech's
ability to pursue business opportunities or strategic transactions; and failure
to maintain ManTech's relationship with the U.S. government, or the failure to
compete effectively for new contract awards or to retain existing U.S.
government contracts during the pendency of the transaction.
Forward-looking statements are based on current expectations and assumptions,
which are subject to risks and uncertainties that may cause actual results to
differ materially from those expressed in or implied by such forward-looking
statements. Given these risks and uncertainties, persons reading this
communication are cautioned not to place undue reliance on such forward-looking
statements. ManTech assumes no obligation to update or revise the information
contained in this communication (whether as a result of new information, future
events or otherwise), except as required by applicable law.
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