M&A - AeroVironment Inc

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030632

Filing Summary: On April 1, 2025, AeroVironment, Inc. held a Special Meeting of stockholders to vote on proposals related to a merger with BlueHalo. As of the record date, there were 28,219,440 shares issued and outstanding, with approximately 76.4% represented at the meeting. The first proposal, concerning the issuance of shares in the merger, received 21,483,106 votes for and was approved. The second proposal to potentially adjourn the meeting was deemed unnecessary and also received requisite approval. The merger is expected to be completed in May 2025, subject to customary closing conditions. Following the meeting, AeroVironment issued a press release detailing the voting results, indicating a positive reception from stockholders for the proposed merger transaction.

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Form Type: 425

Filing Date: 2025-03-06

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925021364

Filing Summary: AeroVironment, Inc. hosted its fiscal 2025 third-quarter earnings conference call on March 4, 2025, where CEO Wahid Nawabi and CFO Kevin McDonnell discussed quarterly performance and the pending BlueHalo acquisition. The company reported significant progress despite challenges, with a record backlog of $764 million primarily due to large contract awards from the US Army and other defense entities. The BlueHalo acquisition is positioned to enhance AeroVironment's capabilities in space technologies, counter-UAS, directed energy, and cyber solutions. The company has received key regulatory approvals and plans a shareholder vote on April 1, 2025. They highlighted a revenue drop attributed to external factors like high winds in Los Angeles, affecting manufacturing and supply chain operations. The company is lowering its fiscal year 2025 revenue guidance but anticipates strong growth in fiscal year 2026 due to a solid backlog and increased demand for their technology.

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Form Type: S-4/A

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000110465925010956

Filing Summary: AeroVironment, Inc. is filing this amendment to its Form S-4 registration statement related to the proposed merger with BlueHalo Financing TopCo, LLC. The agreement to merge, which was entered into on November 18, 2024, stipulates that AeroVironment will acquire BlueHalo via a merger where BlueHalo will become a wholly owned subsidiary of AeroVironment. The merger includes provisions for the conversion of BlueHalo's equity into AeroVironment common stock, representing approximately 39.5% of the combined entity post-merger. AeroVironment plans to issue about 18,548,698 shares of its common stock as part of the transaction, subject to adjustments based on indebtedness and certain liabilities of BlueHalo. A special meeting for AeroVironment’s stockholders is scheduled for April 1, 2025, to vote on the share issuance proposal critical to the merger's completion. Approval of this proposal requires a majority vote from the stockholders virtually present or represented by proxy at the meeting. The board of directors recommends a favorable vote for both the share issuance and adjournment proposals, asserting the merger agreement benefits the stakeholders of AeroVironment.

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Form Type: S-4

Filing Date: 2025-01-31

Corporate Action: Merger

Type: New

Accession Number: 000110465925008205

Filing Summary: On January 31, 2025, AeroVironment, Inc. filed a registration statement on Form S-4 regarding a merger with BlueHalo Financing TopCo, LLC. The merger, announced on November 18, 2024, involves the merger of Archangel Merger Sub, LLC, a wholly owned subsidiary of AeroVironment, into BlueHalo, with BlueHalo becoming a wholly owned subsidiary of AeroVironment. As per the merger agreement, shareholders of BlueHalo will receive approximately 18.5 million shares of AeroVironment common stock, equating to about 39.5% of the fully diluted shares of the combined entity. The document emphasizes that the merger is subject to stockholder approval, and a special meeting will be held for AeroVironment stockholders to vote on the necessary proposals. The board of directors unanimously recommends that stockholders vote 'FOR' these proposals. Various legal representatives and financial institutions are involved, and the market price of the ongoing stock issuance is subject to volatility. Key conditions to the merger include shareholder approval for the proposed issuance of common stock, as well as adherence to regulatory requirements.

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