Leading Independent Advisory Firms Glass Lewis and ISS Recommend Terran Orbital Shareholders Vote on Proposed Merger Via Investing.com

BOCA RATON, Fla.–(BUSINESS WIRE)–Today, Terran Orbital Corporation (NYSE: LLAP) (Terran Orbital or the Company) announced that leading independent industry consultant Glass Lewis & Co. (Glass Lewis) and Institutional Shareholder Services (ISS), recommends that Terran Orbital Stockholders vote on the Adoption of the Agreement and Plan of Merger (the Merger Agreement), dated August 15, 2024, by and between Terran Orbital, a Delaware corporation, Lockheed Martin Corporation (NYSE:) (Lockheed Martin), a Maryland corporation, and Tholian Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Lockheed Martin (Proposed Merger Agreement and such transaction, Merger ).

Glass Lewis considered the following key factors in making the recommendation:

• that the Company has undergone a comprehensive strategic review process, including during the acquisition period, and the proposed Merger represents the only viable option for investors.
  • [T]The company has undergone a thorough strategic review and appears to have used all available options, including fundraising opportunities. “Glass Lewis
• that if the Merger is not approved, the Company will not have sufficient cash to continue operating and service its existing debt, and will be forced to seek liquidation protection or other insolvency proceedings, which may result in existing shareholders not receiving a return on their capital. investment
  • [I]if the transaction is not approved, the Company will be left with insufficient funds¦ and will be forced to seek insolvency proceedings, which may give existing shareholders no value for their assets ” Glass Lewis

To request more information from Glass Lewis or ISS about their recommendations, please follow the links below:

Glass Lewis

The ISS

About the Terran Orbital

Terran Orbital is a leading manufacturer of satellite products primarily serving the aerospace and defense industries. Terran Orbital provides end-to-end satellite solutions by integrating satellite design, manufacturing, launch planning, mission operations, and on-orbit support to meet the needs of the most demanding military, civil, and commercial customers. Learn more at www.terranorbital.com.

More Information and Where to Find It

This communication may be considered an important solicitation in connection with the proposed acquisition of Terran Orbital by Lockheed Martin. In connection with the proposed transaction, Terran Orbital filed a Proxy Statement with the SEC on October 4, 2024. On or about October 4, 2024, Terran Orbital began mailing a Proxy Statement and a proxy card to each holder of stock entitled to vote at the special location. . meeting related to the proposed work. STOCKHOLDERS OF TERRAN ORBITAL ARE REFERRED TO READ THE PROPOSAL STATEMENT (INCLUDING AMENDMENTS OR AMENDMENTS THEREOF) AND OTHER RELEVANT DOCUMENTS OF THE TERRAN ORBITAL INTEGRATION RELATING TO THE PROPOSED BUSINESS. The Proxy Statement, the initial proxy statement filed in connection with the proposed transaction, and any other documents filed or to be filed by Terran Orbital with the SEC may be obtained free of charge at the SEC's website at www.sec.gov or from Terran. Orbital's website at www.terranorbital.com.

Participants in the Request

Terran Orbital, Lockheed Martin and their directors and executive officers may be deemed participants in the solicitation of proxies from Terran Orbital's shareholders in connection with the proposed transaction. Information about the identity of the participants in the solicitation of proxies, and their direct or indirect interests in the proposed transaction, by holding security or otherwise, is set forth in the proxy statement and other materials that must be filed with the SEC regarding the proposed transaction. transactions. Additional information about Terran Orbital's directors and executive officers and their ownership of Terran Orbital common stock is set forth in Terran Orbital's proxy statement for its 2024 annual meeting of stockholders filed with the SEC on April 10, 2024, under Board of Directors and Business Administration. , Executive Officers, and Executive Compensation and Proxy Statement of the Merger under the Security Ownership of Certain Beneficial Owners and Managers. To the extent that the holdings of Terran Orbital securities by directors and executive officers have changed since the amounts disclosed in the Merger Proxy Statement, such changes have been or will be reflected in the Initial Statements of Interest Ownership on Form 3 and Statements of Changes in Ownership on Form 4 filed with the SEC. Information about Lockheed Martin's directors and executive officers is disclosed in Lockheed Martin's definitive proxy statement for its 2024 annual meeting of stockholders filed with the SEC on March 15, 2024 (Lockheed Martin 2024 Proxy Statement), under Nominees, Executive Compensation And safety. Ownership of Managers and Certain Beneficial Owners. To the extent Lockheed Martin securities are held by directors and executive officers as disclosed in the Lockheed Martin 2024 Proxy Statement, those changes have been or will be reflected in the Initial Statements of Ownership of Interest on Form 3 and Statements of Ownership Changes. in Form 4 filed with the SEC. You can obtain free copies of these documents on the SEC's website at www.sec.gov or by accessing the respective companies' websites at www.terranorbital.com (Terran Orbital) and www.lockheedmartin.com (Lockheed Martin).

Forward-Looking Statements

This press release contains, and the Company's officers and representatives may from time to time make other written and oral public announcements that contain, forward-looking statements for purposes of federal securities laws. We intend that such forward-looking statements be included in the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. All statements, other than statements of current or historical facts, contained in this press release regarding the merger and the special meeting of stockholders are forward-looking statements. Forward-looking statements are generally identified by words such as plan, believe, expect, anticipate, intend, envision, estimate, forecast, project, continue, may, may, may, predict, will, should, and other similar words and expressions, but the absence of these words does not mean that the statement is not forward-looking. These forward-looking statements are based on management's current expectations. These statements are not promises or guarantees and involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements, including, but not limited to. to: the expected timing and likelihood of completion of the merger, the ability to successfully combine the businesses, the occurrence of any event, change or other circumstances that may result in the termination of the Merger Agreement, the possibility that Terran Orbital's shareholders may not approve the adoption of the Merger Agreement, the risk that the parties will be unable to satisfy the terms of the Agreement Whether the Merger is timely or at all, risks related to the interruption of management time from the continued operation of the business as a result of the Merger. , the risk that the Merger and its announcement could adversely affect Terran Orbital's ability to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers and their results of operations and businesses generally, and the risks are disclosed. In the Company's Annual Report on Form 10-K filed with the SEC on April 1, 2024 and the prospectus supplement dated September 18, 2023 relating to the Company's Registration Statement on Form S-3, as amended (File No. 333-271093), announced that it is effective by the SEC on April 18, 2023. There can be no assurance that future developments affecting the Company will be what we expect, and we may not actually achieve the plans, goals or expectations disclosed in this forward-looking statement. -forward-looking statements, and you should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Investor relations
ir@terranorbital.com

Source: Terran Orbital