We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at one minute after 11:59 p.m. New York City time on June 11, 2019, unless the Offer is extended or earlier terminated.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of April 21, 2019 (as may be amended from time to time, the “Merger Agreement”), by and among Jacobs, Merger Sub and KeyW. The Merger Agreement provides, among other things, that, as promptly as reasonably practicable following the consummation of the Offer and subject to the satisfaction of, or to the extent waivable under applicable law by Merger Sub, waiver by Merger Sub of certain conditions, Merger Sub will be merged with and into KeyW (the “Merger”) without any vote or other action by the shareholders of KeyW pursuant to Section 3-106.1 of the General Corporation Law of the State of Maryland, as amended (the “MGCL”), with KeyW continuing as the surviving company in the Merger and thereby becoming a wholly-owned indirect subsidiary of Jacobs as a result of the Merger. At the effective time of the Merger, all then outstanding Shares (other than Shares held by (i) KeyW or (ii) Jacobs, Merger Sub or any of their respective wholly-owned subsidiaries will be converted into the right to receive consideration equal to the Offer Price, without interest thereon and less any applicable withholding taxes.
The KeyW board of directors has unanimously among those voting: (i) approved and declared advisable the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions”), (ii) determined that it is in the best interests of KeyW and its stockholders that KeyW enter into the Merger Agreement and consummate the Transactions on the terms and subject to the conditions set forth in the Merger Agreement, (iii) resolved that the Merger shall be effected under Section 3-106.1 of the MGCL and that the Merger shall be consummated as promptly as practicable following the consummation of the Offer and (iv) resolved to recommend that the stockholders of KeyW accept the Offer and tender their Shares to Merger Sub pursuant to the Offer.
For Shares to be properly tendered pursuant to the Offer, (a) the share certificates or confirmation of receipt of such Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or, in the case of book-entry transfer, either such Letter of Transmittal or an Agent’s Message (as defined in Section 2 of the Offer to Purchase) in lieu of such Letter of Transmittal, and any other documents required by the Letter of Transmittal or any other customary documents required by the Depositary, must be timely received by the Depositary or (b) the tendering shareholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and the Letter of Transmittal. You may gain some additional time by making use of the Notice of Guaranteed Delivery. Shares tendered by the Notice of Guaranteed Delivery will be excluded from the calculation of the Minimum Condition, unless such Shares and other required documents are received by the Depositary prior to the Expiration Time.
Except as set forth in the Offer to Purchase, Merger Sub will not pay any fees or commissions to any broker or dealer or other person, other than to us, as the information agent and Broadridge Corporate Issuer Solutions, Inc., as the depositary and paying agent, for soliciting tenders of Shares pursuant to the Offer. Merger Sub will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding the offering material to their customers. Merger Sub will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the undersigned at the address and telephone numbers set forth below.
Very truly yours,
OKAPI PARTNERS LLC
