According to the Complaint, Engility came to be in July 2012, after being spun-off from L-3 Communications Holdings, Inc. (now L3 Technologies). At that time, Engility provided engineering, training, program management and operational support for the U.S. government. In January 2014, Engility acquired Dynamics Research Corporation, expanding the Company’s capabilities in homeland security, intelligence, healthcare, research and development, and financial regulation. Approximately one year later, Engility acquired TASC, Inc. That acquisition expanded the Company’s portfolio, specifically in the fields of intelligence and aerospace. Now, Engility focuses on three business groups: intelligence; space and mission systems; and defense and security. Almost all of Engility’s revenue comes from the U.S. government.
On September 10, 2018, Engility and SAIC announced that they had entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which SAIC will acquire all of the outstanding shares of common stock of Engility through an all-stock transaction. Engility stockholders will receive 0.450 shares of SAIC common stock for each share of Engility stock that they hold (the “Merger Consideration”). The deal is valued at approximately $2.5 billion and is expected to close by the end of the fiscal quarter ending February 1, 2019.
The Complaint alleges that Defendants have violated the Exchange Act by causing a materially incomplete and misleading registration statement (the “S-4”) to be filed with the Securities and Exchange Commission (“SEC”) on October 18, 2018. The S-4 recommends that Engility stockholders vote in favor of a proposed transaction (the “Proposed Transaction”) whereby Engility is acquired by SAIC.