Kratos Defense & Security Solutions Inc.
03/06/2026 | Press release | Distributed by Public on 03/06/2026 15:12
Asset Transaction (Form 8-K)
Item 2.01 Completion of Acquisition or Disposition of Assets
Kratos Defense & Security Solutions, Inc. (the "Company"), Kratos Holdings U K Limited, a private limited company incorporated under the laws of England and Wales and an indirect wholly owned subsidiary of the Company ("Buyer"), Kratos Acquisition Ltd., a company organized under the laws of the State of Israel and a direct wholly owned subsidiary of Buyer ("Merger Sub"), and Orbit Technologies Ltd., a company organized under the laws of the State of Israel ("Orbit"), entered into an Agreement and Plan of Merger, dated as of November 4, 2025 (the "Merger Agreement"), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Orbit (the "Merger"), with Orbit continuing as the surviving corporation in the Merger as an indirect wholly owned subsidiary of the Company and a direct subsidiary of Buyer. The Merger Agreement and the Merger are described in Item 1.01 of the Current Report on Form 8-K that the Company filed with the SEC on November 7, 2025, which description is incorporated herein by reference. A copy of the Merger Agreement is filed as Exhibit 2.1 hereto and incorporated by reference herein.
The Merger was completed on March 2, 2026, at which time Orbit became an indirect wholly owned subsidiary of the Company and a direct subsidiary of Buyer. Prior to completion of the Merger, Orbit's ordinary shares were publicly traded on the Tel Aviv Stock Exchange. The purchase price paid for 100 percent of the ordinary shares of Orbit was approximately $352.7 million in cash, which was funded via cash on the Company's balance sheet. The purchase price was determined based on $13.725 for each Orbit ordinary share (the "Merger Consideration"), as set forth in the Merger Agreement. Pursuant to the Merger Agreement, effective as of the effective time of the Merger, each outstanding option to purchase Orbit ordinary shares (each, a "Company Option"), whether or not vested, became fully vested and was thereafter canceled without any action on the part of any holder thereof for the right of the holder of such Company Option to receive a lump sum cash payment equal to the product of (i) the excess of (A) the Merger Consideration over (B) the exercise price per Orbit ordinary share with respect to such Company Option multiplied by (ii) the total number of Orbit ordinary shares underlying such Company Option.
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