| Antitrust Review Extended for Proposed
BAE Systems Acquisition of United Defense
Contact:
Jayne Schmitt, Investor Relations
United Defense
jayne.schmitt@baesystems.com
(703) 312-6122
Doug Coffey, Media
United Defense
doug.coffey@baesystems.com
(703) 312-6121
ARLINGTON, VA, April 14, 2005 - United Defense Industries,
Inc. (NYSE: UDI) today announced that it, together with BAE Systems
North America Inc., has received a request from the Department of
Justice (DOJ) for additional information (commonly referred to as
a "second request") in connection with BAE Systems' pending
acquisition of United Defense. Both companies intend to address
the request promptly.
A second request extends the waiting period imposed by the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 during which the DoJ conducts
its review of a transaction. While the companies do not know when
DoJ will complete its review, they continue to anticipate the merger
will be completed midyear, as previously announced.
UDI and BAE Systems filed their antitrust notifications on March
14, 2005. DoJ and the Federal Trade Commission did not determine
that DoJ would assume jurisdiction to review the transaction until
April 4, after 22 days of the 30-day initial review period had already
elapsed. The parties understand that in the remaining nine days,
DoJ did not have adequate time to complete its review of the proposed
transaction. UDI and BAE Systems are continuing to work with DoJ
to respond to any remaining questions.
About United Defense Industries
United Defense designs, develops and produces combat vehicles, artillery,
naval guns, missile launchers and precision munitions used by the
U.S. Department of Defense and allies worldwide, and provides non-nuclear
ship repair, modernization and conversion to the U.S. Navy and other
U.S. Government agencies. To learn more about United Defense, visit
http://www.uniteddefense.com.
Additional Information About the Merger and Where to Find It
United Defense has filed a proxy statement and other relevant materials
with the SEC in connection with the proposed acquisition of United
Defense by BAE Systems. This proxy statement has been mailed to
the stockholders of United Defense. Stockholders of United Defense
and investors are urged to read the proxy statement and other relevant
materials because they contain important information about BAE Systems,
United Defense, and the proposed merger that the stockholders should
consider before making a decision about the merger. The proxy statement
and other relevant materials (when they become available), and any
other documents filed with the SEC by United Defense, may be obtained
free of charge at the SEC’s web site at www.sec.gov.
United Defense, and its directors and officers, may be deemed to
be participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement. Information regarding
United Defense’s directors and officers and their ownership
of United Defense common stock is contained in the proxy statement
that was filed with the SEC on April 6, 2005 and mailed to stockholders
in connection with the proposed acquisition of United Defense by
BAE Systems. Investors and stockholders may obtain additional information
regarding the direct and indirect interests of United Defense and
its directors and officers in the merger by reading the proxy statement.
About BAE Systems
BAE Systems is an international company engaged in the development,
delivery and support of advanced defense and aerospace systems in
the air, on land, at sea and in space.
BAE Systems North America is one of America's foremost national
security, aerospace and information systems companies. It is a leading
provider of electronic and information-based systems and knowledge-based
solutions that meet its customers' mission effectiveness and operational
safety needs. BAE Systems North America employs more than 30,000
people at sites across the United States and the United Kingdom
and generates more than $5 billion in annual sales.
Forward-Looking Statements
Information in this release may involve guidance, expectations,
beliefs, plans, intentions or strategies regarding the future. These
forward-looking statements involve risks and uncertainties. All
forward-looking statements included in this release are based upon
information available to United Defense as of the date of the release,
and United Defense assumes no obligation to update any such forward
looking statements. The statements in this release are not guarantees
of future performance and actual results could differ materially
from United Defense's current expectations. Numerous factors could
cause or contribute to such differences. Such factors include risks
and uncertainties specific to this transaction, including but not
limited to adverse effects on the market price of the company's
common stock and on the company's operating results because of failure
to complete the transaction (due to failure to obtain stockholder
or regulatory approvals or to satisfy all of the other conditions
to the transaction). Please refer to United Defense's Annual Report
on Form 10 K for the year ended December 31, 2004 and in its other
reports filed from time to time with the Securities and Exchange
Commission for a further discussion of the factors and risks associated
with its business.
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