22nd Jan 2007 07:02
QinetiQ Group plc22 January 2007 QinetiQ Group plc 22 January 2007 Acquisition of Analex Corporation for $173m QinetiQ Group plc announces today that it has signed a definitive mergeragreement to acquire Analex Corporation ("Analex"), continuing the execution ofits strategy to grow its North American operations. Under the terms of theagreement, which is conditional upon regulatory clearance in the United States,QinetiQ will offer to acquire all of the outstanding shares of Analex for $3.70per share, or an aggregate equity price of approximately $173m. Theconsideration will be paid in cash from existing banking facilities and thetransaction is expected to complete in March 2007. Analex is a US public listed company (American Stock Exchange: NLX). Holders ofapproximately 58.8 per cent of the fully diluted equity of Analex have agreed totender their shares in the offer and to vote in favour of the definitive mergeragreement and against any other transactions, subject to the provisions of theagreement. Headquartered in Fairfax, Virginia, with 11 locations around the US, Analex is aleading provider of high technology professional services and solutions,principally to the US Government and its agencies. Analex specialises inproviding innovative information technology, aerospace engineering and securityand intelligence support services for defence, intelligence and spaceprogrammes. Analex provides QinetiQ with new customers and contract opportunities as well asbroadening the range of service offerings to the existing customer base of theGroup. Principal customers include the US Missile Defense Agency (MDA), US Army,US Navy, DARPA, and NASA. Analex is also well positioned with intelligencecustomers some of which it has worked with for more than 20 years. Analex employs approximately 1,100 people, most of whom have securityclearances. The addition of this skilled workforce with security clearancessignificantly enhances the Group's operational capabilities in North America.Approximately 70 per cent of Analex personnel work on customer sites and aroundhalf of its workforce is located in the Washington, D.C. area. Analex had revenues of $150.3m for the 12 months ended 30 September 2006, EBITDAof $14.5m, and profit before amortisation of acquired intangible assets,interest and tax of $13.6m. At 30 September 2006 the business had gross assetsof $123.1m and a total contract backlog of $413.0m, of which $56.0m was funded. Approximately 80 per cent of its revenue is derived from prime contracts, with abroad mix by contract types (60:40 firm fixed price/time and materials versuscost reimbursement). Commenting on the agreement, QinetiQ's chief executive officer Graham Love said:"Analex promises to be an excellent addition to the QinetiQ North Americabusiness profile, providing important new customer relationships within the USsecurity agencies, the Department of Defense and NASA as well as broadening ourexisting service offerings. Having recently secured a number of new contracts,Analex offers growth and margin prospects consistent with expectations forQinetiQ's existing North American business and we expect the acquisition to beimmediately earnings enhancing for QinetiQ." He continued: "Analex will further enhance QinetiQ North America's position tobe able to bid for a wider range of significant opportunities in the defence andsecurity market place in North America." (Ends) A teleconference for analysts and investors will be hosted by Graham Love,QinetiQ's chief executive officer and Doug Webb, chief financial officer, at 9:30am on Monday 22nd January 2007. Please call +44 (0)20 7070 5465 to attend,quoting 'QinetiQ' as the password. Legal Statements A TENDER OFFER FOR THE OUTSTANDING SHARES OF ANALEX CORPORATION COMMON STOCK HASNOT YET COMMENCED. IF A TENDER OFFER COMMENCES, EACH SECURITY HOLDER OF ANALEXCORPORATION SHOULD READ THE TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLEBECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. ONCE AFILING IS MADE, SECURITY HOLDERS OF ANALEX CORPORATION CAN OBTAIN THE TENDEROFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE UNITED STATESSECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT HTTP://WWW.SEC.GOV. SECURITYHOLDERS OF ANALEX CORPORATION MAY ALSO OBTAIN COPIES OF THE TENDER OFFERSTATEMENT AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONFOR FREE BY CONTACTING ANALEX CORPORATION WHEN THE DOCUMENTS BECOME AVAILABLE. Forward-Looking Statements This press release, including any information included or incorporated byreference in this press release, contains "forward-looking statements"concerning QinetiQ Group plc, QinetiQ North America Operations, LLC and AnalexCorporation. These statements are based on our current expectations andprojections about future events and are identified by terminology such as "may,""will," "should," "expect," "scheduled," "plan," "seek," "intend," "anticipate,""believe," "estimate," "aim," "potential," or "continue" or the negative ofthose terms or other comparable terminology. Although we believe that our plans,intentions and expectations are reasonable, actual results could differmaterially from the results implied by these statements. Factors that may causeor contribute to such differences include: the risk that the conditions to theoffer or the merger set forth in the merger agreement will not be satisfied;changes in both companies' businesses during the period between now and theclosing of the acquisition; the ability to retain key management and technicalpersonnel of Analex and other risks described in Analex's report on Form 10-Kfiled with the Securities and Exchange Commission for the fiscal year endedDecember 31, 2005. Analex and QinetiQ are under no obligation to (and expresslydisclaim any such obligation to) update or alter their forward-lookingstatements whether as a result of new information, future events or otherwise. For further information please contact: Graham Love, Chief Executive: +44 (0) 1252 392000Doug Webb: Chief Financial Officer +44 (0) 1252 392000 Nicky Louth-Davies, QinetiQ press office: +44 (0)1252 392809; +44 (0)7795290593Chris Moseley, QinetiQ press office: +44 (0)1252 395559; +44 (0)7941 126064Adrian Colman, QinetiQ Investor Relations:+44 (0)1252 395366; +44 (0)7740 432699Notes for Editors: • QinetiQ (pronounced ki net ik as in 'kinetic energy') is a leading international defence and security technology company that was formed in July 2001 from the UK Government's Defence Evaluation & Research Agency (DERA). QinetiQ has over 11,400 employees, who deliver technology-based services and exploit QinetiQ's strengths in technology research by selling systems solutions, products, managed services and licences to government and commercial customers in a spectrum of defence, security and other commercial markets, and by creating technology based ventures. • In February 2006, QinetiQ Group plc was listed on the London Stock Exchange (main market). In the year to 31 March 2006, QinetiQ delivered a 37.6 per cent rise in underlying operating profit to £90.7m on turnover which rose by 22.9 per cent to £1,051.7m. • QinetiQ is organised into three operating sectors: Defence & Technology represents QinetiQ's core UK-based defence business that provides research-based technology solutions and managed services into the UK's armed forces. Security & Dual Use draws from QinetiQ's broad inventory of defence-related intellectual property to develop commercially viable products and services. QinetiQ North America delivers technology services, systems engineering and technical assistance (SETA) and IT services. • QinetiQ has made several European acquisitions including the businesses of HVR Consulting Services Ltd and Verhaert Design and Development NV (renamed Verhaert Space NV). It has also acquired a number of US based businesses that complement its core capabilities which include: Westar Aerospace & Defense Group Inc, Foster-Miller Inc and Apogen Technologies Inc. These businesses have subsequently made further acquisitions to date that include Planning Systems Inc, SimAuthor Inc and Ocean Systems Engineering Corp. About Analex Analex (www.analex.com) specialises in providing intelligence, systemsengineering and security services in support of US security. Analex focuses ondeveloping innovative technical approaches for the intelligence community,analysing and supporting defence systems, designing, developing and testingaerospace systems and providing a full range of security support services to theUS government. The company's stock trades on the American Stock Exchange underthe symbol NLX. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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