Acquisition

BAE SYSTEMS PLC
11 September 2004



                    BAE SYSTEMS AGREES TO ACQUIRE DIGITALNET

BAE Systems plc announces that its wholly-owned U.S. subsidiary, BAE Systems
North America, has entered into a definitive merger agreement to acquire
DigitalNet Holdings Inc. The agreement values DigitalNet at $30.25 per share for
a total cash consideration of approximately $600 million with the assumption of
DigitalNet's debt of $93.25 million. DigitalNet's capabilities will complement
BAE Systems North America's significant presence in managed information
technology and information assurance, and enhance its ability to address
evolving U.S. national security priorities for network centric infrastructure
and information sharing between the intelligence, homeland security and
warfighting communities. The transaction will be accretive to earnings in the
first year and will be financed out of existing resources.

Headquartered in Herndon, Va., DigitalNet, which employs nearly 2,200 people
primarily in the United States, is a leading provider of networked
infrastructure and information assurance solutions to federal government
agencies such as the Departments of Defense, Homeland Security, Justice,
Treasury and State, as well as the national intelligence community. The company
provides strategic consulting services, application development and integration,
e-Government applications and strategies, and has experienced strong growth in
web-based network centric applications.

For the year ending December 31, 2003, DigitalNet had recorded sales of $292
million and earnings before interest, tax, depreciation, and amortization
EBITDA, of $43 million on pro forma basis, after excluding revenues of $45
million associated with a completed contract, and certain charges of $12 million
associated with stock-based compensation. The company had net assets of $159
million on December 31, 2003. For the six months ending June 30, 2004 DigitalNet
reported sales of $178 million and EBITDA of $26 million.

Mike Turner, chief executive of BAE Systems said, 'Our North American business
currently accounts for more than 20 percent of group sales and profits, with 10
percent organic sales growth annually. It has a successful record of acquiring
and integrating businesses that create and sustain value. The acquisition of
DigitalNet will be an important step in enhancing the capability of BAE Systems
North America to better serve its customers.'

With the acquisition, BAE Systems North America will become a leading federal
sector information technology provider, with revenues in that market exceeding
$1.2 billion.

Mark Ronald, president and CEO of BAE Systems North America, said, 'The
acquisition of DigitalNet is consistent with BAE Systems' strategy of acquiring
profitable, growing businesses with strong, differentiated technologies that
complement BAE Systems' already broad range of capabilities and bolster our
ability to provide integrated systems and transformational solutions for our
customers.'

BAE Systems North America is a leading electronics, information systems and
technology services company, and one of the largest providers of systems and
services for the U.S. Department of Defense. BAE Systems North America currently
employs more than 26,000 people across some 30 states, generating sales of more
than $5 billion. The company designs, develops, manufactures and supports a wide
range of advanced aerospace products, electronic systems and information
technology for the U.S. Government and commercial customers.

Mark Ronald added, 'I look forward to welcoming the highly regarded DigitalNet
team and their market-leading technology into BAE Systems North America. Our two
companies share common values, a similar heritage, and long histories of
innovation and commitment to national security. Together we will be able to
provide our federal and national security customers with more innovative
products and solutions to meet their ever more demanding information systems and
network centric requirements.'

Conclusion of the transaction is expected during the fourth quarter, subject to
regulatory reviews and approvals and customary closing conditions.

Issued by:

BAE Systems plc

London


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