Analex Corporation
QinetiQ Group plc
22 January 2007
QinetiQ Group plc
22 January 2007
Acquisition of Analex Corporation for $173m
QinetiQ Group plc announces today that it has signed a definitive merger
agreement to acquire Analex Corporation ('Analex'), continuing the execution of
its strategy to grow its North American operations. Under the terms of the
agreement, which is conditional upon regulatory clearance in the United States,
QinetiQ will offer to acquire all of the outstanding shares of Analex for $3.70
per share, or an aggregate equity price of approximately $173m. The
consideration will be paid in cash from existing banking facilities and the
transaction is expected to complete in March 2007.
Analex is a US public listed company (American Stock Exchange: NLX). Holders of
approximately 58.8 per cent of the fully diluted equity of Analex have agreed to
tender their shares in the offer and to vote in favour of the definitive merger
agreement and against any other transactions, subject to the provisions of the
agreement.
Headquartered in Fairfax, Virginia, with 11 locations around the US, Analex is a
leading provider of high technology professional services and solutions,
principally to the US Government and its agencies. Analex specialises in
providing innovative information technology, aerospace engineering and security
and intelligence support services for defence, intelligence and space
programmes.
Analex provides QinetiQ with new customers and contract opportunities as well as
broadening the range of service offerings to the existing customer base of the
Group. Principal customers include the US Missile Defense Agency (MDA), US Army,
US Navy, DARPA, and NASA. Analex is also well positioned with intelligence
customers some of which it has worked with for more than 20 years.
Analex employs approximately 1,100 people, most of whom have security
clearances. The addition of this skilled workforce with security clearances
significantly enhances the Group's operational capabilities in North America.
Approximately 70 per cent of Analex personnel work on customer sites and around
half of its workforce is located in the Washington, D.C. area.
Analex had revenues of $150.3m for the 12 months ended 30 September 2006, EBITDA
of $14.5m, and profit before amortisation of acquired intangible assets,
interest and tax of $13.6m. At 30 September 2006 the business had gross assets
of $123.1m and a total contract backlog of $413.0m, of which $56.0m was funded.
Approximately 80 per cent of its revenue is derived from prime contracts, with a
broad mix by contract types (60:40 firm fixed price/time and materials versus
cost reimbursement).
Commenting on the agreement, QinetiQ's chief executive officer Graham Love said:
'Analex promises to be an excellent addition to the QinetiQ North America
business profile, providing important new customer relationships within the US
security agencies, the Department of Defense and NASA as well as broadening our
existing service offerings. Having recently secured a number of new contracts,
Analex offers growth and margin prospects consistent with expectations for
QinetiQ's existing North American business and we expect the acquisition to be
immediately earnings enhancing for QinetiQ.'
He continued: 'Analex will further enhance QinetiQ North America's position to
be able to bid for a wider range of significant opportunities in the defence and
security market place in North America.'
(Ends)
A teleconference for analysts and investors will be hosted by Graham Love,
QinetiQ's chief executive officer and Doug Webb, chief financial officer, at 9:
30am on Monday 22nd January 2007. Please call +44 (0)20 7070 5465 to attend,
quoting 'QinetiQ' as the password.
Legal Statements
A TENDER OFFER FOR THE OUTSTANDING SHARES OF ANALEX CORPORATION COMMON STOCK HAS
NOT YET COMMENCED. IF A TENDER OFFER COMMENCES, EACH SECURITY HOLDER OF ANALEX
CORPORATION SHOULD READ THE TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. ONCE A
FILING IS MADE, SECURITY HOLDERS OF ANALEX CORPORATION CAN OBTAIN THE TENDER
OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT HTTP://WWW.SEC.GOV. SECURITY
HOLDERS OF ANALEX CORPORATION MAY ALSO OBTAIN COPIES OF THE TENDER OFFER
STATEMENT AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
FOR FREE BY CONTACTING ANALEX CORPORATION WHEN THE DOCUMENTS BECOME AVAILABLE.
Forward-Looking Statements
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 Securities and Exchange Commission 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
Chris Moseley, QinetiQ press office: +44 (0)1252 395559; +44 (0)7941 126064
Adrian Colman, QinetiQ Investor Relations:+44 (0)1252 395366; +44 (0)7740 432699
Notes for Editors:
• QinetiQ (pronounced ki net ik as in 'kinetic energy') is a leading
international defence and security technology company that was formed in
July 2001 from the UK Government's Defence Evaluation & Research Agency
(DERA). QinetiQ has over 11,400 employees, who deliver technology-based
services and exploit QinetiQ's strengths in technology research by selling
systems solutions, products, managed services and licences to government and
commercial customers in a spectrum of defence, security and other commercial
markets, and by creating technology based ventures.
• In February 2006, QinetiQ Group plc was listed on the London Stock
Exchange (main market). In the year to 31 March 2006, QinetiQ delivered a
37.6 per cent rise in underlying operating profit to £90.7m on turnover
which rose by 22.9 per cent to £1,051.7m.
• QinetiQ is organised into three operating sectors: Defence & Technology
represents QinetiQ's core UK-based defence business that provides
research-based technology solutions and managed services into the UK's armed
forces. Security & Dual Use draws from QinetiQ's broad inventory of
defence-related intellectual property to develop commercially viable
products and services. QinetiQ North America delivers technology services,
systems engineering and technical assistance (SETA) and IT services.
• QinetiQ has made several European acquisitions including the businesses
of HVR Consulting Services Ltd and Verhaert Design and Development NV
(renamed Verhaert Space NV). It has also acquired a number of US based
businesses that complement its core capabilities which include: Westar
Aerospace & Defense Group Inc, Foster-Miller Inc and Apogen Technologies
Inc. These businesses have subsequently made further acquisitions to date
that include Planning Systems Inc, SimAuthor Inc and Ocean Systems
Engineering Corp.
About Analex
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.
This information is provided by RNS
The company news service from the London Stock Exchange