13th Mar 2007 16:28
QinetiQ Group plc13 March 2007 QINETIQ GROUP PLC COMPLETES CASH TENDER OFFER FOR ALL ISSUED AND OUTSTANDING SHARES OF ANALEX CORPORATION On January 22, 2007, QinetiQ Group plc ("QinetiQ") announced it had signed anagreement to acquire Analex Corporation ("Analex") and on January 30, 2007initiated a recommended cash tender offer for all issued and outstanding sharesof common stock, par value $0.02 per share (the "Shares") of Analex at $3.70 perShare, net to seller in cash, without interest and subject to applicablewithholding taxes (the "Offer"). QinetiQ today announces the completion of the Offer by its indirect wholly ownedsubsidiary, Apollo Merger Sub Inc. (the "Purchaser"). The Offer expired at 12:00midnight, New York City time, on March 12, 2007. The depositary for the Offerhas advised QinetiQ that, as of the expiration date of the Offer, approximately40,104,126 Shares, including 105,088 Shares that were tendered pursuant toguaranteed delivery procedures, were validly tendered and not withdrawn in theOffer, representing in excess of 90% of Analex's Shares issued and outstanding.All validly tendered Shares have been accepted for payment in accordance withthe terms of the Offer. All the conditions to the acquisition have now been satisfied and QinetiQintends to complete the acquisition of Analex through a short-form merger assoon as practicable. In the short-form merger, all outstanding Shares notpurchased by the Purchaser in the Offer will be converted into the right toreceive $3.70 per share in cash. Legal Statements This announcement is not an offer to purchase Shares or a solicitation of anoffer to sell Shares. The Offer was made solely by the Offer to Purchase and therelated Letter of Transmittal. The Offer to Purchase dated January 30, 2007, theLetter of Transmittal, as amended, and related materials may be obtained free ofcharge by directing such requests to MacKenzie Partners, Inc., 105 MadisonAvenue, New York, NY 10016, or by calling MacKenzie Partners, Inc. toll free at(800) 322-2885. Investors and stockholders of Analex should read the Tender Offer Statement onSchedule TO, as amended, the Offer to Purchase and any other documents relatingto the Offer that are filed with the United States Securities and ExchangeCommission ("SEC") because they contain important information about the tenderoffer. Investors and stockholders of Analex may obtain these and other documentsfiled by QinetiQ, the Purchaser and Analex for free from the SEC's web site athttp://www.sec.gov. Disclaimers 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 SEC for the fiscal year ended December 31, 2005. Analex andQinetiQ are under no obligation to (and expressly disclaim any such obligationto) update or alter their forward-looking statements whether as a result of newinformation, future events or otherwise. For further information please contact: Graham Love, Chief Executive Officer: +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)7740432699 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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