General Dynamics

General Dynamics Completes Tender Offer for Force Protection

Press release   •   Dec 20, 2011 05:48 EST

General Dynamics (NYSE: GD) today announced the successful completion of its tender offer to purchase all of the outstanding shares of common stock of Force Protection, Inc. (NASDAQ: FRPT), for a price of $5.52 per share in cash. The offer and withdrawal rights expired, as scheduled, on Friday, December 16, 2011. The tender offer was launched on November 18, following the announcement on November 7 that General Dynamics and Force Protection had reached agreement on the terms of a merger agreement.  The acquisition of Force Protection is expected to be accretive to General Dynamics' earnings in 2012.

As of December 16, approximately 51.7 million shares of Force Protection common stock, including approximately 3.7 million shares subject to guaranteed delivery procedures, were validly tendered and not withdrawn in the offer.  That amount represents approximately 81.7 percent of the outstanding shares of Force Protection common stock. General Dynamics accepted for payment the shares through its wholly-owned subsidiary, Falcon Acquisition Corp.  General Dynamics will now exercise a "top up" option, as described in the Offer to Purchase, which will result in General Dynamics owning at least 90% of the outstanding shares of Force Protection. Once the top-up option is exercised, General Dynamics intends to complete a "short form" merger under Nevada law.

Force Protection will become a wholly owned subsidiary of General Dynamics as a result of the merger and will become part of General Dynamics Land Systems.

In the merger, each remaining share of Force Protection common stock that was not validly tendered in the tender offer, other than shares owned by General Dynamics or Force Protection, will be cancelled and converted into the right to receive the same $5.52 per share in cash that was paid in the tender offer.

Once the merger is completed, General Dynamics intends to cause all shares of Force Protection common stock to be delisted from the NASDAQ Capital Market, and Force Protection will no longer have reporting obligations under the Securities Exchange Act of 1934, as amended.

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