TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 30th, 2010 • Raytheon Co/ • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Tender and Voting Agreement, dated as of December 18, 2010 (this “Agreement”), is by and among Raytheon Company, a Delaware corporation (“Parent”), RN Acquisition Company, a California corporation (“Merger Sub”), and the shareholders of APPLIED SIGNAL TECHNOLOGY, INC., a California corporation (the “Company”), set forth on the signature page hereto (collectively, the “Shareholder”).
MUTUAL NONDISCLOSURE AGREEMENTMutual Nondisclosure Agreement • December 30th, 2010 • Raytheon Co/ • Search, detection, navagation, guidance, aeronautical sys • California
This Mutual Nondisclosure Agreement (this “Agreement”) by and between Raytheon Company, a Delaware corporation, including on behalf of its subsidiaries, and Applied Signal Technology, Inc., a California corporation, including on behalf of its subsidiaries (each a “Party” and collectively, the “Parties”), is dated as of the latest date set forth on the signature page hereto.
Offer To Purchase For Cash All Outstanding Shares of Common Stock of APPLIED SIGNAL TECHNOLOGY, INC. at $38.00 NET PER SHARE by RN ACQUISITION COMPANY, a wholly owned subsidiary of RAYTHEON COMPANYOffer to Purchase • December 30th, 2010 • Raytheon Co/ • Search, detection, navagation, guidance, aeronautical sys
RN Acquisition Company, a California corporation (the “Purchaser”) and a wholly owned subsidiary of Raytheon Company, a Delaware corporation (“Parent”), is offering to purchase all of the outstanding shares of common stock, without par value (the “Shares”), of Applied Signal Technology, Inc., a California corporation (“AST”), at a purchase price of $38.00 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase, dated December 30, 2010 (which, together with any amendments and supplements thereto, collectively constitute this “Offer to Purchase”), and in the related letter of transmittal (as it may be amended or supplemented, the “Letter of Transmittal”) (which, together with this Offer to Purchase, constitute the “Offer”).
