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DI Press Releases

DYNCORP INTERNATIONAL STOCKHOLDERS APPROVE MERGER AGREEMENTWITH AFFILIATES OF CERBERUS

FALLS CHURCH, Va. (June 30, 2010) – DynCorpInternational Inc. (NYSE: DCP) (the “Company”) announced that, onJune 29, 2010, its stockholders approved the proposal to adopt theCompany’s merger agreement with certain affiliates of CerberusCapital Management, L.P., a private investment firm (“Cerberus”). 

The affirmative vote of the holders of a majority of theoutstanding shares of Class A common stock, par value $0.01 pershare, of the Company (the “Common Stock”), was required to approvethe proposal to adopt the merger agreement. According to the finaltally of shares of Common Stock voted, approximately 88 percent ofthe outstanding shares of Common Stock of the Company as of theclose of business on May 24, 2010 voted to approve the proposal toadopt the merger agreement.

As a result of the merger contemplated by the merger agreement,the Company will become a wholly-owned subsidiary of an entityformed on behalf of certain affiliates of Cerberus.

Subject to the satisfaction or waiver of certain conditions setforth in the merger agreement and discussed in detail in theDefinitive Proxy Statement on Schedule 14A filed with theSecurities and Exchange Commission by the Company on May 17, 2010,the Company expects to close the merger on July 7, 2010.

About DynCorp International Inc.
DynCorp International Inc., through its wholly-owned subsidiaryDynCorp International LLC, is a global government services providerin support of U.S. national security and foreign policy objectives,delivering support solutions for defense, diplomacy, andinternational development. DynCorp International operates majorprograms in logistics, platform support, contingency operations,and training and mentoring to reinforce security, communitystability, and the rule of law. DynCorp International isheadquartered in Falls Church, Va. For more information, visitwww.dyn-intl.com.

About Cerberus Capital Management, L.P.:
Cerberus Capital Management, L.P., along with its affiliates, isone of the world’s leading private investment firms withapproximately $23 billion under management in funds and accounts.Through its team of investment and operations professionals,Cerberus specializes in providing both financial resources andoperational expertise to help transform undervalued companies intoindustry leaders for long-term success and value creation. Cerberusholds controlling or significant minority interests in companiesaround the world. Cerberus is headquartered in New York City withaffiliate and/or advisory offices in the United States, Europe, theMiddle East and Asia. For more information, visit www.cerberuscapital.com .

Forward-Looking Statements
Certain statements made in this announcement may constitute”forward-looking statements” within the meaning of Section 27A ofthe Securities Act, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended, including, without limitation,the Company’s expectations, beliefs and intentions. All of theseforward-looking statements are based on estimates and assumptionsmade by the Company’s management that, although believed by theCompany to be reasonable, are inherently uncertain. Forward-lookingstatements involve risks and uncertainties, including, but notlimited to, economic, competitive, governmental, and technologicalfactors outside of the Company’s control that may cause itsbusiness, strategy or actual results or events to differ materiallyfrom the statements made herein. These risks and uncertainties mayinclude, but are not limited to, the following: the occurrence ofany event, change or other circumstances that could give rise tothe termination of the merger agreement, including a terminationunder circumstances that could require us to pay a termination fee;the failure to obtain the necessary equity and debt financingpursuant to the applicable commitment letters received inconnection with the merger or the failure of such financing to besufficient to complete the merger and the transactions contemplatedthereby; the failure of the merger to close for any other reason;risks that the proposed merger disrupts current plans andoperations and the potential difficulties in employee retention asa result of the merger; the outcome of any legal proceedings thatmay be instituted against the Company and/or others relating to themerger agreement; the diversion of our management’s attention fromour ongoing business concerns; the effect of the announcement,pendency or anticipated consummation of the merger on our businessrelationships, operating results and business generally; the amountof the costs, fees, expenses and charges related to the merger; andother risks detailed from time to time in the Company’s reportsfiled with the SEC, including the Company’s definitive proxystatement, which was filed on May 17, 2010 and the Company’s AnnualReport on Form 10-K, which was filed on June 4, 2010. Given theserisks and uncertainties, you are cautioned not to place unduereliance on forward-looking statements. The Company’s actualresults could differ materially from those contained in theforward-looking statements. The Company undertakes no obligation topublicly update or revise any forward-looking statement as a resultof new information, future events or otherwise, except as requiredby law.

06/30/2010