Information provided in this Report of
Foreign Private Issuer on Form 6-K contains
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on
the Company’s and DRS’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, their business and industry, management’s beliefs
and certain assumptions made by
the Company and DRS, all of which are subject to change. The forward-looking statements include, but are not limited to, statements about the expected timing of the Merger, the satisfaction or waiver of any
conditions to the proposed Merger, anticipated benefits, growth opportunities and other events relating to the proposed Merger, and projections about
the Company’s business and its future revenues, expenses and profitability, and, in some
cases, you can identify forward-looking statements by terminology such as
“may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “potentially”,
“continue,” “could”,
“seek,” “see”,
“would”,
“might”,
“continue”,
“target” or the negative of these terms or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks
and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking
statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Although such statements are
based on
the Company’s own information and information from other sources
the Company believes to be reliable, you should not place undue reliance on them and caution must be exercised in relying on forward-looking statements. These statements
involve risks and uncertainties, and actual results may differ materially from those expressed or implied in these forward-looking statements for a variety of reasons. Potential risks and uncertainties include, but are not limited to, the risk
that the transaction may not be completed on anticipated terms and timing, in a timely manner or at all, which may adversely affect
the Company’s or DRS’s respective business; uncertainties as to the timing of the consummation of the transaction
and the potential failure to satisfy the conditions to the consummation of the transaction, including the receipt of certain governmental and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures,
revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the parties’ businesses and other
conditions to the completion of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including the receipt by
the Company of an unsolicited proposal from a
third party; the effect of the announcement or pendency of the transaction on
the Company’s or DRS’s respective business relationships, operating results, and business generally; the potential that
the Company’s shareholders may not approve the
Merger; DRS’s anticipated public listing on the NASDAQ and Tel-Aviv Stock Exchange upon the anticipated closing of the transaction; expected benefits, including financial benefits, of the transaction may not be realized; integration of the
acquisition post-closing may not occur as anticipated, and the combined company’s ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the
combined company’s existing businesses, may occur; litigation related to the Merger or otherwise; unanticipated restructuring costs may be incurred or undisclosed liabilities assumed; attempts to retain key personnel and customers may not
succeed; risks related to diverting attention from the parties’ ongoing business, including current plans and operations; changes in tax regimes, legislation or government regulations affecting the acquisition or the parties or their businesses;
economic, social or political conditions that could adversely affect the Merger or the parties, including trade and national security policies and export controls and executive orders relating thereto, and worldwide government economic policies,
including trade relations between the United States and Israel and the military conflict in Ukraine and related sanctions against Russia and Belarus; unpredictability and severity of catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as the parties’ response to any of the aforementioned factors; exposure to inflation, currency rate and interest rate fluctuations and risks associated with doing business locally and
internationally, as well as fluctuations in the market price of the parties’ traded securities; potential business uncertainty or adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger;
potential negative changes in general economic conditions and market developments in the regions or the industries in which the parties’ operate; the loss of one or more key customers or the significant reduction, postponement, rescheduling or
cancellation of orders from one or more customers as a result or in anticipation of the Merger or otherwise; the parties’ respective customers’ sales outlook, purchasing patterns, and inventory adjustments based on consumer demands and general
economic conditions; risks associated with the ongoing global outbreak of COVID-19, including, but not limited to, the emergence of variants to the original COVID-19 strain such as the Delta and Omicron variants and related private and public
sector measures;
the Company’s ability to provide a safe working environment for employees during the COVID-19 pandemic or any other public health crises, including pandemics or epidemics;
the Company’s and DRS’s ability to implement their
business strategy; pricing trends, including
the Company’s and the DRS’s ability to achieve economies of scale; restrictions during the pendency of the proposed transaction that may impact
the Company’s or DRS’s ability to pursue certain business
opportunities or strategic transactions; other risks and uncertainties affecting DRS, including those described from time to time under the caption
“Risk Factors”
and elsewhere in DRS’s SEC filings and reports, including DRS’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 and Quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 2022; and the other risk factors
discussed from time to time by
the Company in the most recent Annual Report on Form 20-F and in any subsequent reports on Form 6-K, each of which is on file with or furnished to the SEC and available at the SEC’s
website at www.sec.gov. SEC
filings for
the Company are available on
the Company’s
website at
https://www.rada.com/investors. We assume no obligation to update any forward-looking statements, which apply only as of the date of this Form 6-K.