Offer Update on Analex Corp
QinetiQ Group plc
28 February 2007
QinetiQ Group plc
28 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 an
agreement to acquire Analex Corporation ('Analex') and on January 30, 2007
initiated a recommended cash tender offer for all issued and outstanding shares
of common stock, par value $0.02 per share ('the Shares') of Analex at $3.70 per
Share, net to the seller in cash, without interest and subject to applicable
withholding taxes ('the Offer').
QinetiQ announces that as of midnight on February 26, 2007, approximately
6,541,676 Shares had been tendered and not withdrawn, representing approximately
15.85% of Analex's Shares issued and outstanding and issuable upon conversion of
warrants, preferred stock and convertible notes. In addition, a group of
Analex's major stockholders has pledged to tender a number of Shares issuable
upon conversion of warrants, preferred stock and convertible notes equal to
approximately 59% of Analex's Shares issued and outstanding and issuable upon
conversion of warrants, preferred stock and convertible notes.
QinetiQ also announces today that Apollo Merger Sub Inc., an indirect wholly
owned subsidiary of QinetiQ (the 'Purchaser'), has extended the expiration date
of the Offer until midnight, New York City time, on March 12, 2007. QinetiQ
confirms that the Offer has been extended because, as expected, certain US
regulatory conditions necessary for the consummation of the pending acquisition
have not yet been satisfied so that it cannot yet complete its Offer. The
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
applicable to the Offer has expired as of February 14, 2007. QinetiQ continues
to expect to be able to complete its Offer in March 2007, pending receipt of the
remaining regulatory clearances.
ENDS
Legal Statements
This announcement is not an offer to purchase Shares or a solicitation of an
offer to sell Shares. The Offer is being made solely by the Offer to Purchase
and the related Letter of Transmittal. The Offer to Purchase dated January 30,
2007, the Letter of Transmittal, as amended, and related materials may be
obtained 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 on
Schedule TO, as amended, the Offer to Purchase and any other documents relating
to the Offer that are filed with the United States Securities and Exchange
Commission ('SEC') because they contain important information about the tender
offer. Investors and stockholders of Analex may obtain these and other documents
filed by QinetiQ, the Purchaser and Analex for free from the SEC's web site at
http://www.sec.gov.
About Analex Corporation
Analex (www.analex.com) specialises in providing intelligence, systems
engineering and security services in support of US security. Analex focuses on
developing innovative technical approaches for the intelligence community,
analysing and supporting defence systems, designing, developing and testing
aerospace systems and providing a full range of security support services to the
US government. The company's stock trades on the American Stock Exchange under
the symbol NLX.
Disclaimers
This press release, including any information included or incorporated by
reference in this press release, contains 'forward-looking statements'
concerning QinetiQ Group plc, QinetiQ North America Operations LLC and Analex
Corporation. These statements are based on our current expectations and
projections 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 of
those terms or other comparable terminology. Although we believe that our plans,
intentions and expectations are reasonable, actual results could differ
materially from the results implied by these statements. Factors that may cause
or contribute to such differences include: the risk that the conditions to the
offer or the merger set forth in the merger agreement will not be satisfied;
changes in both companies' businesses during the period between now and the
closing of the acquisition; the ability to retain key management and technical
personnel of Analex and other risks described in Analex's report on Form 10-K
filed with the SEC for the fiscal year ended December 31, 2005. Analex and
QinetiQ are under no obligation to (and expressly disclaim any such obligation
to) update or alter their forward-looking statements whether as a result of new
information, future events or otherwise.
For further information please contact:
Graham Love, Chief Executive: +44 (0) 1252 392000
Doug Webb, Chief Financial Officer: +44 (0) 1252 392000
Nicky Louth-Davies, QinetiQ press office: +44 (0)1252 392809; +44 (0)7795290593
David Bishop, QinetiQ press office: +44 (0)1252 394573; +44 (0)7920 108675
Adrian Colman, QinetiQ investor relations: +44 (0)1252 395366; +44 (0)7740
432699
This information is provided by RNS
The company news service from the London Stock Exchange