Tendered

By Tony Bertuca / December 19, 2011 at 4:08 PM

General Dynamics announced today it has completed its tender offer to purchase all outstanding shares of common stock in Force Protection Inc., practically consummating the marriage between the two companies. “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,” according to a statement from GD.

GD launched its effort to buy the armored vehicle maker on Nov. 18, following a Nov. 7 announcement that the companies had agreed to a merger. GD will pay $5.62 in cash for each single share of FPI, or $360 million.

“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 percent of the outstanding shares of Force Protection,” according to the statement. “Once the top-up option is exercised, General Dynamics intends to complete a 'short form' merger under Nevada law.”

FPI, headquartered in Ladson, SC, was first incorporated in Nevada. As one of the earliest makers of mine-resistant trucks, the company enjoyed lucrative contracts during the Pentagon's rush to field Mine Resistant Ambush Protected vehicles in Iraq.

“The acquisition of Force Protection is expected to be accretive to General Dynamics’ earnings in 2012,” the statement reads. “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 canceled and converted into the right to receive the same $5.52 per share in cash that was paid in the tender offer.”

The companies say they expect the merger to be complete by the end of the year. "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,” according to the statement.

Meanwhile, FPI recently received $150 million in contracts for maintenance of its 3,000 Cougar MRAPs, a fleet of vehicles some analysts say made the company an attractive buy for GD.

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