Aerojet Parent GenCorp to Buy Rocketdyne for $550 Million

SACRAMENTO, Calif., July 23, 2012 (GenCorp PR) — GenCorp Inc. (GY), headquartered in Sacramento, California, announced today that it has signed a definitive agreement to acquire Pratt & Whitney Rocketdyne (PWR) from United Technologies Corporation (UTX) for $550 million.

“We see great strategic value in this transaction for the country, our customers, partner supply base and our shareholders,” GenCorp Chief Executive Officer Scott Seymour said. “The combined enterprise will be better positioned to compete in a dynamic, highly competitive marketplace, and provide more affordable products for our customers.”

“In addition, this transaction almost doubles the size of our company and provides additional growth opportunities as we build upon the complementary capabilities of each legacy company that has enabled a generation of human space travel and national security launch services. We have the opportunity to build upon the proud heritage of our companies, the ability to create increased value for our customers and, best of all, to secure the future of both organizations,” Seymour continued.

PWR, headquartered in Canoga Park, California, is a provider of high-value propulsion, power, energy and innovative system solutions used in a wide variety of government and commercial applications, including the main engines for the Atlas and Delta launch vehicles, missile defense systems and advanced hypersonic engines.

The purchase price of $550 million, which is subject to adjustment for working capital and other specified items, is expected to be financed with a combination of cash on hand and issuance of debt. The acquisition of PWR is conditioned upon, among other things, the receipt of required regulatory approvals and other customary closing conditions. Subject to the satisfaction of these conditions, the acquisition is expected to close in the first half of 2013. The transaction is expected to be accretive to earnings in the first year.

Citigroup Global Markets Inc. is acting as exclusive financial advisor to GenCorp for this transaction. In addition, Morgan Stanley Senior Funding LLC and Citigroup Global Markets Inc. are providing fully committed financing to support this transaction.