Acquisition

BAE SYSTEMS PLC
28 September 2004


                    BAE SYSTEMS AGREES TO ACQUIRE ALPHATECH

BAE Systems plc today announced that its wholly-owned U.S. subsidiary, BAE
Systems North America, has entered into a definitive merger agreement to acquire
ALPHATECH for a cash consideration of $88.4 million.

ALPHATECH's capabilities will complement BAE Systems North America's significant
presence in the system and subsystem levels in the C4ISR market, and enhance BAE
Systems' position as a major provider of information-based systems, emphasizing
horizontal integration and fusion.

The integration of ALPHATECH's technologies with BAE Systems North America's
enterprise engineering and systems integration expertise will result in expanded
capabilities to address the network centric warfare requirements of the national
security and intelligence communities, particularly in the areas of Precision
Engagement and Tasking, Processing, Exploitation & Dissemination (TPED).

Headquartered in Burlington, Mass., and employing 322 people, ALPHATECH
specializes in image and signal processing, multi-intelligence fusion and
intelligent systems for the Department of Defense and other government
intelligence agencies.

Founded in 1979 by faculty of the Massachusetts Institute of Technology (MIT),
more than 80 percent of ALPHATECH's employees hold advanced degrees.

For the year ending December 2003, ALPHATECH recorded sales of $51 million.
Revenues for the six months ending June 2004 were $32 million.

Mark Ronald, president and CEO of BAE Systems North America, said, 'BAE Systems
and ALPHATECH both leverage technology and value innovation. The acquisition of
ALPHATECH will augment BAE Systems' capabilities in enterprise engineering,
software development, and advanced geospatial technologies, supporting our
mission to develop intelligence and information dominance systems, and provide
our customers with superior solutions.'

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.

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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