New York: Lockheed Martin (NYSE: LMT) announced today the commencement of an exchange offer for the separation of its Information Systems & Global Solutions (IS&GS) business segment. This represents the next step in the proposed tax-efficient Reverse Morris Trust transaction with Leidos Holdings, Inc. (NYSE: LDOS) announced on January 26. In the proposed transaction, Abacus Innovations Corporation (Abacus), a wholly-owned subsidiary of Lockheed Martin created to facilitate the transaction, will merge with a subsidiary of Leidos and become a wholly-owned subsidiary of Leidos.
The exchange offer provides Lockheed Martin stockholders with the opportunity to exchange their shares of Lockheed Martin common stock for shares of Abacus common stock, which will convert into shares of Leidos common stock upon completion of the merger. The exchange and the merger are expected to be tax-free to participating Lockheed Martin stockholders for U.S. federal income tax purposes, except for any gain or loss attributable to the receipt of cash in lieu of fractional shares in the merger.