28th Feb 2007 07:01
QinetiQ Group plc28 February 2007 QinetiQ Group plc28 February 2007 QINETIQ GROUP PLC EXTENDS 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 the seller in cash, without interest and subject to applicablewithholding taxes ("the Offer"). QinetiQ announces that as of midnight on February 26, 2007, approximately6,541,676 Shares had been tendered and not withdrawn, representing approximately15.85% of Analex's Shares issued and outstanding and issuable upon conversion ofwarrants, preferred stock and convertible notes. In addition, a group ofAnalex's major stockholders has pledged to tender a number of Shares issuableupon conversion of warrants, preferred stock and convertible notes equal toapproximately 59% of Analex's Shares issued and outstanding and issuable uponconversion of warrants, preferred stock and convertible notes. QinetiQ also announces today that Apollo Merger Sub Inc., an indirect whollyowned subsidiary of QinetiQ (the "Purchaser"), has extended the expiration dateof the Offer until midnight, New York City time, on March 12, 2007. QinetiQconfirms that the Offer has been extended because, as expected, certain USregulatory conditions necessary for the consummation of the pending acquisitionhave not yet been satisfied so that it cannot yet complete its Offer. Thewaiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976applicable to the Offer has expired as of February 14, 2007. QinetiQ continuesto expect to be able to complete its Offer in March 2007, pending receipt of theremaining regulatory clearances. ENDS Legal Statements This announcement is not an offer to purchase Shares or a solicitation of anoffer to sell Shares. The Offer is being made solely by the Offer to Purchaseand the related Letter of Transmittal. The Offer to Purchase dated January 30,2007, the Letter of Transmittal, as amended, and related materials may beobtained free of charge by directing such requests to MacKenzie Partners, Inc.,105 Madison Avenue, 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. About Analex Corporation 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. 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: +44 (0) 1252 392000Doug Webb, Chief Financial Officer: +44 (0) 1252 392000 Nicky Louth-Davies, QinetiQ press office: +44 (0)1252 392809; +44 (0)7795290593David Bishop, QinetiQ press office: +44 (0)1252 394573; +44 (0)7920 108675Adrian 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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