Terran Orbital Corporation Adopts Rights Plan to Safeguard Stockholder Interests

Independent Committee of the Board will Determine Course of Action

Terran Orbital Corporation (NYSE: LLAP) has taken a strategic step to protect the interests of its stockholders by announcing the adoption of a limited duration stockholder rights plan (the “Rights Plan”). This move comes in response to a non-binding proposal from Lockheed Martin Corporation (“Lockheed Martin”) to acquire all outstanding shares of the Company’s common stock for cash. As a global leader in satellite-based solutions primarily serving the aerospace and defense industries, Terran Orbital aims to enable all stockholders to realize the full value of their investment in the company.

The Rights Plan is designed to reduce the likelihood of any person or group gaining control of the Company through open market accumulation or other coercive tactics without providing all stockholders an appropriate control premium or allowing the Board sufficient time to make informed decisions in the best interest of all stockholders. It is not intended to interfere with any transaction that the Board determines to be in the best interests of stockholders, nor does it prevent the Board from considering any proposal. Instead, it is intended to encourage potential acquirers, including Lockheed Martin, to negotiate with the Board before attempting to impose a transaction that is not in the best interests of the Company’s stockholders.

Key Highlights of the Rights Plan:

1. Ownership Threshold: The rights generally become exercisable if a person or group acquires beneficial ownership of 15% or more of the Company’s common stock in a transaction not approved by the Board.

2. Exercise of Rights: In the event that the rights become exercisable, each right will entitle its holder to purchase common stock having a market value equal to twice the exercise price.

3. Issuance of Rights: The Company will issue one right for each outstanding share of the Company’s common stock to stockholders of record on the close of business on March 14, 2024.

4. Duration: The Rights Plan will expire on the first anniversary of the date of entry into the Rights Plan unless extended for two more years by stockholders. It could also expire earlier if the rights are redeemed or exchanged, or if market and other conditions warrant an earlier termination as determined by the Board.

In addition to the announcement of the Rights Plan, Terran Orbital has also stated that further details regarding the Rights Plan will be contained in a Current Report on Form 8-K that the Company will be filing with the U.S. Securities and Exchange Commission (“SEC”).

Terran Orbital is a manufacturer of satellite products, providing end-to-end satellite solutions for military, civil, and commercial customers. The company offers satellite design, production, launch planning, mission operations, and on-orbit support, catering to the needs of the aerospace and defense industries.

The adoption of the Rights Plan by Terran Orbital allows the company to safeguard the interests of its stockholders while evaluating potential proposals.