Amentum to Acquire PAE Incorporated

Leading government services contractors Amentum Holdings LLC (“Amentum”) and PAE Incorporated (NASDAQ: PAE, PAEWW; “PAE”) announced today a definitive agreement under which an affiliate of Amentum will acquire PAE. The acquisition, once finalized, will create one of the largest providers of critical services to U.S. federal and allied governments, with more than $9 billion of combined revenue over the last 12 months and capabilities spanning synthetic training, sensor-based technologies, intelligence, cyber and IT, spectrum and electronic warfare, space operations, environmental solutions, asset management, and mission support. The all-cash transaction for all outstanding shares of common stock of PAE is valued at approximately $1.9 billion, including the assumption of debt and certain fees.

“The acquisition of PAE complements Amentum’s growth into intelligence and technology services, deepens its relationship with key agencies such as the Department of State, NASA and the Intelligence Community, and meaningfully adds to Amentum’s scale, depth of client relationships and breadth of capabilities,” said John Vollmer, Amentum’s CEO. “We look forward to welcoming PAE’s extremely talented employees to the Amentum family. Our complementary capabilities and cultures are expected to propel Amentum to the top of our market by further solidifying our value proposition of employing the best people and offering the most differentiated solutions in support of our clients.”

“This strategic combination of two market leading companies will benefit our customers and create increased opportunities for our employees while maximizing shareholder value,” said Charles Peiffer, Interim President and CEO of PAE.

The transaction was approved by PAE’s board of directors and is subject to PAE shareholder approval and other customary closing conditions, including regulatory approvals. The transaction is expected to close by the end of the first quarter 2022.

Cravath, Swaine & Moore LLP acted as legal counsel to Amentum and Arnold & Porter Kaye Scholer LLP acted as regulatory and government contracts counsel. Morgan Stanley & Co. LLC acted as PAE’s financial advisor; Morgan Stanley & Co. LLC and Raymond James & Associates, Inc. each provided fairness opinions to the PAE Board of Directors in connection with the transaction. Goodwin Procter LLP, Morgan, Lewis & Bockius LLP, and Nichols Liu LLP acted as legal counsel to PAE.

About Amentum

Amentum is a premier global technical and engineering services partner supporting critical programs of national significance across defense, security, intelligence, energy, and environment. We draw from a century-old heritage of operational excellence, mission focus, and successful execution underpinned by a strong culture of safety and ethics. Headquartered in Germantown, Md., we employ more than 34,000 people in all 50 states and perform work in 105 foreign countries and territories. Visit us at amentum.com to explore how we deliver excellence for our customers’ most vital missions.

About PAE

For more than 66 years, PAE has tackled the world’s toughest challenges to deliver agile and steadfast solutions to the U.S. government and its allies. With a global workforce of approximately 20,000 on all seven continents and in approximately 60 countries, PAE delivers a broad range of operational support services to meet the critical needs of our clients. PAE’s headquarters are in Falls Church, Virginia.

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