Key Summary: On December 23, 2021, JANA Partners (6.6%) sought discussions with the board about maximizing shareholder value, including strategic alternatives like a company sale. On January 31, 2023, the company announced its Board would explore strategic alternatives. JANA Partners (4.6%) applauded this decision on February 3, 2023. On January 13, 2022, Starboard (7.3%) opposed the company's Rights plan, suggesting it be eliminated or modified. On June 23, 2022, Starboard and JANA Partners reached an agreement with the company to expand the Board and appoint Howard L. Lance and Bill L. Ballhaus as directors. On July 6, 2023, JANA Partners (8%) secured a voting agreement appointing Scott Ostfeld to the Board.Market Cap: $1.9 billion| Mercury Systems, Inc., a technology company, engages in the manufacture and sale of components, products, modules, and subsystems for aerospace and defense industries in the United States, Europe, and the Asia Pacific..
JANA Partners
On December 23, 2021, JANA Partners (6.6%) intends to have discussions with the board and management regarding maximizing value for shareholders including evaluating strategic alternatives including a sale of the company, operations, capital allocation, corporate governance, board composition, and compensation practices. Source
On June 23, 2022, Starboard Value and JANA Partners entered into an agreement with the company and pursuant to it, the company agreed to immediately increase the size of the Board from nine (9) to eleven (11) directors and expand the size of Class I directors by two (2) directors and appoint Howard L. Lance (the “Starboard Appointee”) and Bill L. Ballhaus (the “JANA Appointee” and together with the Starboard Appointee, the “New Independent Appointees”) to the Board as Class I directors.
On January 31, 2023, the Company announced that its Board of Directors has approved a plan to explore strategic alternatives, including a potential sale of the Company. Source
On February 3, 2023, JANA Partners (4.6%) appreciates the constructive dialogue it has had with the Board and management and applauds the Board’s decision to enhance shareholder value by engaging financial advisors and exploring a sale. Source
On July 6, 2023, JANA Partners (8%) entered into a voting agreement with the company, pursuant to which Scott Ostfeld, a Managing Partner of JANA, was appointed to the board of directors. Source
Starboard
On January 13, 2022, Starboard (7.3%) delivered an open letter to the board stating its belief that the Rights plan adopted by the company on December 27, 2021 is not in the best interests of the shareholders. It asked that the Board immediately eliminate the Rights plan. Alternatively, if the Company is unwilling to fully remove the Rights Plan, Starboard stated that it would expect the Company to, at the very least, (1) raise the ownership threshold which triggers the Rights Plan from 7.5% (or 10% in the case of a passive investor) to 15% for all shareholders and (2) thereafter put the Rights Plan to a vote of all shareholders.
On June 23, 2022, Starboard Value and JANA Partners entered into an agreement with the company and pursuant to it, the company agreed to immediately increase the size of the Board from nine (9) to eleven (11) directors and expand the size of Class I directors by two (2) directors and appoint Howard L. Lance (the “Starboard Appointee”) and Bill L. Ballhaus (the “JANA Appointee” and together with the Starboard Appointee, the “New Independent Appointees”) to the Board as Class I directors.
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