SAIC, Inc. (NYSE: SAI) will officially change its technical, engineering and enterprise information technology services business to Leidos Holdings, Inc., as approved yesterday by the Board of Directors. The separation will be completed on September 27 2013, at which point Leidos will effectuate a 1:4 reverse stock split.
The company declared a pro rata dividend to its stockholders, effective after market close on Friday, September 27, 2013 (the “distribution date”), of all of the shares of SAIC Gemini, Inc., which will hold the spun-off business and be renamed Science Applications International Corporation (Science Applications) in connection with the completion of the separation.
“SAIC has a proud legacy of solving complex problems, thriving on innovation and working shoulder-to-shoulder with customers,” said SAIC Chairman and CEO John Jumper, future Chairman and CEO of Leidos. “For the next chapter, we will take things to the next level – moving forward and launching two great American companies that will continue to serve the best interests of not only our customers and shareholders, but also our communities, our families and our world.”
The distribution does not require stockholder approval, and no action or payment is required by SAIC stockholders to receive shares of Science Applications common stock. Although they will not be distributed, the fractional shares of Science Applications’ common stock will be aggregated and sold in the open market, with the net cash proceeds distributed to those stockholders who would otherwise hold Science Applications fractional shares. Shareholders are urged to consult their tax advisors for Stockholders are urged to consult their tax advisors regarding the particular consequences of the distribution in their situation, including the applicability and effect of any U.S. federal, state, local and foreign tax laws.
Future Science Applications CEO Tony Moraco said that, “As a leading technology integrator, the new SAIC will be a more streamlined organization with greater focus on servicing our customers’ critical mission and enterprise IT needs. The spin allows us to eliminate any perception of organizational conflicts of interest, enabling us to pursue a new world of market opportunities with an integrated enterprise approach.”
SAIC is a FORTUNE 500® scientific, engineering, and technology applications company that uses its deep domain knowledge to solve problems of vital importance to the nation and the world, in national security, energy and the environment, critical infrastructure, and health.
Read the full press release announcement and investor information here.