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Press Release

 

Press Release

Engility Completes Tender Offer for All Outstanding Shares of Dynamics Research Corporation

CHANTILLY, VA – January 29, 2014, Engility Holdings, Inc. (NYSE: EGL) (“Engility”) today announced the successful completion of its previously announced tender offer for all of the outstanding shares of common stock of Dynamics Research Corporation (“DRC”) for $11.50 per share in cash, without interest and subject to any required withholding taxes.

The tender offer expired at midnight, New York City time, at the end of the day on Tuesday, January 28, 2014. According to the depositary for the tender offer, as of the expiration of the offer, a total of approximately 9,025,528 DRC shares were validly tendered in the offer and not withdrawn, representing approximately 86% of the outstanding common stock of DRC. In addition, notices of guaranteed delivery were delivered with respect to approximately 126,106 shares, representing approximately 1% of the outstanding common stock of DRC. All validly tendered shares have been accepted for payment, which will be made in accordance with the terms of the tender offer.

Engility will acquire all of the remaining outstanding shares of DRC common stock by means of a merger under Massachusetts law. In order to accomplish the merger as a “short-form” merger, Engility currently intends to exercise its “top-up” option, which permits Engility to purchase additional shares of common stock directly from DRC for $11.50 per share (the same purchase price paid in the tender offer). At the effective time of the merger, DRC will become an indirect wholly owned subsidiary of Engility, and each share of DRC’s outstanding common stock will be cancelled and converted into the right to receive the same consideration received by holders who tendered their shares in the tender offer. The merger is expected to close on or about Friday, January 31, 2014. Thereafter, DRC common stock will cease to be traded on the NASDAQ Global Market.

ABOUT ENGILITY CORPORATION

Engility is a pure-play government services contractor providing highly skilled personnel wherever, whenever they are needed in a cost-effective manner. Headquartered in Chantilly, Virginia, Engility is a leading provider of specialized technical consulting, program and business support services, engineering and technology lifecycle support, information technology modernization and sustainment, supply chain services and logistics management, and training and education for the U.S. Government. Engility has approximately 7,000 employees worldwide and achieved revenue of $1.66 billion in 2012. To learn more about Engility, please visit www.engilitycorp.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Engility’s future prospects, projected financial results and business plans. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are also used to identify these forward-looking statements. These statements are based on the current beliefs and expectations of Engility’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause Engility’s actual results to differ materially from those described in the forward-looking statements can be found under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012, and our more recent periodic reports, which have been filed with the Securities and Exchange Commission (SEC) and are available on the investor relations section of Engility’s website (http://www.engilitycorp.com) and on the SEC’s website (www.sec.gov). Forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, historical information should not be considered as an indicator of future performance.

Contacts:

Corporate Communications
Eric Ruff
Engility Holdings, Inc.
(703) 375-6463
eric.ruff@engilitycorp.com

Investor Relations
Dave Spille
Engility Holdings, Inc.
(703) 375-4221
dave.spille@engilitycorp.com