14.12.2005 13:00:00
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Anteon to be Acquired by General Dynamics for $55.50 Per Share
The transaction has been approved by the boards of directors ofeach company and is subject to approval by Anteon shareholders,customary regulatory reviews and other closing conditions contained inthe transaction agreement. Anteon's board of directors is unanimouslyrecommending that Anteon's shareholders approve the transaction.
Joseph Kampf, Anteon president and chief executive officer, said,"I am confident that this transaction provides tremendous value forour shareholders and is in the best interests of our customers and ouremployees. For almost ten years, Anteon has seen tremendous growth inthe market and now, combined with the integrity, strength and visionof General Dynamics, will be able to provide our employees with evenmore opportunity for success."
Senior management from both Anteon and General Dynamics willdiscuss the transaction and answer questions from investors andfinancial analysts at 9 a.m. on Wednesday, December, 14, 2005 at theFour Seasons Hotel New York, 57 East 57th Street, New York, New York.The conference will be webcast through a link at the Anteon web siteat www.anteon.com and at the General Dynamics website atwww.generaldynamics.com.
General Dynamics, headquartered in Falls Church, Virginia,employees approximately 71,900 people worldwide and had 2004 revenueof $19.2 billion. The company is a market leader in mission-criticalinformation systems and technologies; land and expeditionary combatsystems, armaments and munitions; shipbuilding and marine systems; andbusiness aviation.
Anteon was advised by Bear Stearns & Co., Inc. and Paul, Weiss,Rifkind, Wharton & Garrison LLP, who acted as financial and legaladvisors, respectively, in connection with this transaction.
About Anteon
Anteon, headquartered in Fairfax, Virginia, is a leadinginformation technology company serving the U.S. Federal government andinternational customers. Anteon designs, integrates, maintains, andupgrades state-of-the-art systems for national defense, intelligence,homeland security, and other high priority government missions. Anteonprovides numerous government clients with the systems integration,strategy and program management, systems engineering, operationsservices, and simulation and training skills necessary to manage thedevelopment and operations of their mission critical systems. TheCompany was founded in 1976 and currently employs over 9,500 employeesin more than 100 offices worldwide. Anteon consistently ranks amongthe top information technology integrators based on independentsurveys, and has been named to the Forbes List of the 400 Best BigCompanies in 2005, earning distinction on the Forbes Platinum List.Anteon is included in the Standard & Poor's MidCap 400 Index. For moreinformation, visit www.anteon.com.
Cautionary Language Concerning Forward-Looking Statements
Statements herein regarding the proposed transaction betweenAnteon International Corporation and General Dynamics Corporation, theexpected timetable for completing the transaction, future financialand operating results, benefits and synergies of the transaction,future opportunities for the combined company and any other statementsabout Anteon International Corporation management's futureexpectations constitute forward looking statements within the meaningof the Private Securities Litigation Reform Act of 1995. Suchstatements are based upon the current beliefs and expectations ofAnteon International Corporation's management and are subject tosignificant risks and uncertainties. There are a number of importantfactors that could cause actual results or events to differ materiallyfrom those indicated by such forward looking statements, including:the ability to obtain governmental approvals of the transaction on theproposed terms and schedule and the failure of Anteon InternationalCorporation stockholders to approve the transaction. Additionalfactors that may affect future results are contained in AnteonInternational Corporation's filings with the Securities and ExchangeCommission ("SEC"), including its Annual Report on Form 10-K for theyear ended December 31, 2004, which are available at the SEC's Website http://www.sec.gov. The information set forth herein speaks onlyas of the date hereof, and Anteon International Corporation disclaimsany intention or obligation to update any forward looking statementsas a result of developments occurring after the date hereof.
Important Additional Information Will be Filed with the SEC
In connection with the proposed transaction, Anteon InternationalCorporation plans to file with the SEC a Proxy Statement. INVESTORSAND SECURITY HOLDERS OF ANTEON INTERNATIONAL CORPORATION ARE URGED TOREAD THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITHTHE SEC WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANTINFORMATION ABOUT ANTEON INTERNATIONAL CORPORATION, THE PROPOSEDTRANSACTION AND RELATED MATTERS. The final Proxy Statement will bemailed to stockholders of Anteon International Corporation. Investorsand security holders of Anteon International Corporation will be ableto obtain copies of the Proxy Statement, when they become available,as well as other filings with the SEC that will be incorporated byreference into such documents, containing information about AnteonInternational Corporation, without charge, at the SEC's Internet site(http://www.sec.gov). These documents may also be obtained for freefrom Anteon International Corporation by directing a request to AnteonInternational Corporation, Investor Relations, 3211 Jermantown Road,Fairfax, Virginia 22030-2801 or at Anteon International Corporation'sInvestor Relations page on its corporate website at www.anteon.com.
Participants in Solicitation
Anteon International Corporation and its respective directors andexecutive officers and other members of management and employees maybe deemed to be participants in the solicitation of proxies fromAnteon International Corporation's stockholders in respect of theproposed transaction. Information regarding Anteon InternationalCorporation's participants is available in Anteon InternationalCorporation's proxy statement, dated April 22, 2005, for its 2005annual meeting of stockholders, which is filed with the SEC.Additional information regarding the interests of such participantswill be included in the Proxy Statement to be filed with the SEC.
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