Market Overview

SAIC and Engility Announce Date for Special Stockholders Meetings to Approve Merger


Separate Special Meetings to be held in Reston, VA and Chantilly, VA
on January 11, 2019

Science Applications International Corporation ("SAIC") (NYSE:SAIC) and
Engility Holdings, Inc. ("Engility") (NYSE:EGL) today announced that
each company will hold a special meeting on January 11, 2019 for their
respective stockholders to consider and vote on certain proposals
related to the proposed acquisition of Engility by SAIC. The joint proxy
statement/prospectus describing the proposed transaction is currently
expected to be mailed on or about December 4, 2018 to SAIC and Engility
stockholders of record as of November 29, 2018.

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The SAIC stockholder meeting will be held at 9:00 a.m. EST at SAIC's
Corporate Headquarters located at 12010 Sunset Hills Road, Reston,
Virginia, 20190.

Engility's stockholder meeting will be held at 9:00 a.m. EST at Engility
Corporate Headquarters located at 4803 Stonecroft Boulevard, Chantilly,
Virginia, 20151.

previously announced,
on September 9, 2018, SAIC and Engility have
agreed to combine in an all-stock transaction to create the second
largest independent technology integrator in government services. Under
the terms of the proposed transaction, Engility stockholders will be
entitled to receive a fixed exchange ratio of 0.450 shares of SAIC
common stock for each share of Engility common stock. Upon completion,
it is estimated that SAIC stockholders will own approximately 72% and
Engility stockholders will own approximately 28% of the combined company
on a pro-forma, fully diluted basis.

The transaction remains subject to customary conditions, including
approval by SAIC's and Engility's stockholders. The proposed transaction
is expected to be completed shortly after the stockholders of both
companies approve the merger.

About SAIC

SAIC (NYSE:SAIC) is a technology integrator, primarily supporting the
government services market. SAIC provides technology and engineering
solutions, specializing in information technology, platform integration,
training and simulation, intelligence, and mission expertise. For
additional information about SAIC, please visit

About Engility

Engility (NYSE:EGL), a $2 billion technology leader, has thousands of
employees around the world working to make a difference. Our history of
delivering results for the defense, federal civilian, intelligence and
space industries spans more than 60 years. We provide leading-edge
solutions and services on Earth, in space and across cyber by leveraging
expertise in systems engineering & integration, high performance
computing, cybersecurity, readiness & training, enterprise modernization
and mission operations support. To learn more about us, please visit
and connect with us on Facebook,
and Twitter

No Offer or Solicitation

This communication is for informational purposes only and not intended
to and does not constitute an offer to subscribe for, buy or sell, the
solicitation of an offer to subscribe for, buy or sell or an invitation
to subscribe for, buy or sell any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to or in connection with
the proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with applicable law.

Additional Information and Where to Find It

In connection with the proposed acquisition of Engility, SAIC filed a
preliminary registration statement on Form S-4 with the Securities and
Exchange Commission ("SEC") on October 18, 2018 to register the shares
of SAIC common stock to be issued in connection with the proposed
transaction. The preliminary registration statement includes a
preliminary joint proxy statement/prospectus. The definitive joint proxy
statement/prospectus, when available, will be sent to the stockholders
of SAIC and Engility seeking their approval of the proposed transaction.


Investors and security holders may obtain copies of these documents free
of charge through the website maintained by the SEC at
or from SAIC at its website,,
or from Engility at its website,

Participants in Solicitation

SAIC, Engility, and their respective directors, executive officers, and
other employees may be deemed to be participants in the solicitation of
proxies from the stockholders of SAIC and Engility in connection with
the proposed transaction. Information about SAIC's executive officers
and directors is set forth in its Annual Report on Form 10- K, which was
filed with the SEC on March 29, 2018 and its proxy statement for its
2018 annual meeting of stockholders, which was filed with the SEC on
April 25, 2018. Information about Engility's executive officers and
directors is set forth in its Annual Report on Form 10-K, which was
filed with the SEC on March 2, 2018, and the proxy statement for its
2018 annual meeting of stockholders, which was filed with the SEC on
April 13, 2018.

Investors may obtain more detailed information regarding the direct and
indirect interests of SAIC, Engility, and their respective executive
officers and directors in the transaction by reading the registration
statement on Form S-4, which contains the preliminary joint proxy
statement/prospectus statement describing the proposed transaction,
filed by SAIC with the SEC on October 18, 2018, and the definitive joint
proxy statement/prospectus regarding the transaction, which will be
filed with the SEC.

Forward-Looking Statements

Certain statements in this written communication contain or are based on
"forward-looking" information within the meaning of the Private
Securities Litigation Reform Act of 1995 that involves risks and
uncertainties concerning the proposed transaction between SAIC and
Engility, SAIC's and Engility's expected financial performance, and
SAIC's and Engility's strategic and operational plans. In some cases,
you can identify forward-looking statements by words such as "expects,"
"intends," "plans," "anticipates," "believes," "estimates," and similar
words or phrases. Forward-looking statements in this written
communication include, among others, statements regarding benefits of
the proposed acquisition (including anticipated future financial
operating performance and results), estimates of future revenues,
operating income, earnings, earnings per share, charges, backlog,
outstanding shares and cash flows, as well as statements about future
dividends, share repurchases and other capital deployment plans. These
statements reflect our belief and assumptions as to future events that
may not prove to be accurate. Actual performance and results may differ
materially from the forward-looking statements made in this written
communication depending on a variety of factors, including: the
possibility that the transaction will not close or that the closing may
be delayed; the possibility that SAIC or Engility may be unable to
obtain stockholder approval as required for the transaction or that the
other conditions to the closing of the transaction may not be satisfied;
the risk that Engility will not be integrated successfully into SAIC
following the consummation of the proposed transaction and the risk that
revenue opportunities, cost savings, synergies and other anticipated
benefits from the acquisition may not be fully realized or may take
longer to realize than expected, diversion of management's attention
from normal daily operations of the business and the challenges of
managing larger and more widespread operations resulting from the
acquisition, difficulties in entering markets in which we have
previously had limited direct prior experience, the potential loss of
customers and other business partners following announcement of the
acquisition, our ability to obtain financing on anticipated terms,
compliance with new bank financial and other covenants, assumption of
the known and unknown liabilities of the acquired company, recordation
of goodwill and nonamortizable intangible assets subject to regular
impairment testing and potential impairment charges, incurrence of
amortization expenses related to certain intangible assets, assumption
that we will enjoy material future tax benefits acquired in connection
with the acquisition, developments in the U.S. government defense and
intelligence community budgets, including budget reductions,
implementation of spending cuts (sequestration) or changes in budgetary
priorities; delays in the U.S. government budget process or approval to
raise the U.S. debt ceiling; delays in the U.S. government contract
procurement process or the award of contracts; delays or loss of
contracts as result of competitor protests; changes in U.S. government
procurement rules, regulations and practices; our compliance with
various U.S. government and other government procurement rules and
regulations; governmental reviews, audits and investigations of our
company; our ability to effectively compete and win contracts with the
U.S. government and other customers; our ability to attract, train and
retain skilled employees, including our management team, and to retain
and obtain security clearances for our employees; our ability to
accurately estimate costs associated with our firm-fixed-price and other
contracts; cybersecurity, data security or other security threats,
systems failures or other disruptions of our business; resolution of
legal and other disputes with our customers and others or legal or
regulatory compliance issues, including in relation to the transaction;
the occurrence of any event, change or other circumstances that could
give rise to the termination of the transaction agreement; our ability
to effectively deploy capital and make investments in our business; our
ability to maintain relationships with prime contractors, subcontractors
and joint venture partners; our ability to manage performance and other
risks related to customer contracts; the adequacy of our insurance
programs designed to protect us from significant product or other
liability claims; our ability to declare future dividends based on our
earnings, financial condition, capital requirements and other factors,
including compliance with applicable laws and contractual agreements;
and our ability to execute our business plan and long-term management
initiatives effectively and to overcome these and other known and
unknown risks that we face.

These are only some of the factors that may affect the forward-looking
statements contained in this written communication. You should be aware
that new factors may emerge from time to time and it is not possible to
identify all such factors, nor can Engility or SAIC predict the impact
of each such factor on the proposed transaction or the combined company.
For further information concerning risks and uncertainties associated
with SAIC's and Engility's respective businesses, please refer to the
filings on Form 10-K, 10-Q and 8-K that SAIC or Engility make from time
to time with the SEC, including the "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and "Legal Proceedings" sections of SAIC's and Engility's
Annual Report on Form 10-K which may be viewed or obtained through the
Investor Relations section of SAIC's web site at
or Engility's web site at

All information in this written communication is as of the date hereof.
SAIC and Engility expressly disclaims any duty to update any
forward-looking statement provided in this written communication to
reflect subsequent events, actual results or changes in SAIC's or
Engility's expectations. SAIC and Engility also disclaims any duty to
comment upon or correct information that may be contained in reports
published by investment analysts or others.

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