Attached files
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| 8-K - KEYW HOLDING CORP | v204989_8k.htm |
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FOR
IMMEDIATE RELEASE
|
Contact:
|
Ed
Jaehne
|
Chief
Strategy Officer
443-270-5300
KEYW
to Acquire Everest Technology Solutions
Hanover,
MD, December 2, 2010 (GlobeNewswire) – KEYW Corporation
(NASDAQ: KEYW) is pleased to announce that it has entered into a
purchase agreement to acquire Everest Technology Solutions, Inc. (www.everesttsi.com),
a highly regarded, privately-held provider of cyber superiority solutions to the
U.S. Intelligence Community (IC). The transaction is expected to close in
December 2010, subject to customary closing conditions.
Everest
was founded in 1998 and is headquartered in Fairfax, VA. They offer a
broad range of cyber superiority solutions and support including geospatial
intelligence systems, cybersecurity, cloud computing and mission
support. Everest has generated $15.1 million in revenue in the first
nine months of 2010 (unaudited), and is projected to deliver 2011 revenue in the
range of $25-28 million. The company is expected to deliver
profitability in line with our previous acquisitions. They have
approximately 110 employees, of whom approximately 105 have security clearances,
at the level of TS/SCI.
"Everest
Technology Solutions is another important strategic acquisition for KEYW that
adds both breadth and depth to our customers and capabilities”, according to
Leonard Moodispaw, CEO and President of KEYW Corporation. “Everest is
KEYW’s ninth acquisition since we began operations in August 2008, and our
fourth acquisition this year. When completed, the acquisition will
bring KEYW to over 700 highly skilled employees, with over 80% cleared at the
highest level, TS/SCI. With each acquisition, KEYW is expanding its
cyber superiority platform for providing agile solutions to the intelligence and
defense community.”
Under the
terms of the agreement, KEYW will purchase all of the outstanding capital stock
of Everest for $28.0 million in cash and $2.0 million in shares of KEYW Common
Stock (exclusive of accounting and attorney fees and customary closing costs and
adjustments). The number of shares of KEYW stock issued will be based
on the average closing price of KEYW common stock for the ten trading days
immediately preceding closing. KEYW expects that the acquisition will
be accretive, subject to a final purchase price accounting
analysis.
About KEYW: KEYW provides agile cyber superiority and
cybersecurity solutions,
primarily for U.S. Government intelligence and defense customers. We
create our solutions by combining our services and expertise with hardware,
software, and proprietary technology to meet our customers’
requirements. For more information contact
KEYW
Corporation, 1334 Ashton Road, Hanover, Maryland
21076; Phone 443-270-5300; Fax 443-270-5301; E-mail investor@keywcorp.com, or on the Web at www.keywcorp.com.
Forward-Looking
Statements: Statements made in this press release that are not historical facts
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements
include but are not limited to statements about: the closing of the Everest
acquisition; Everest’s projected 2011 revenue and profitability following the
acquisition; the accretiveness of the Everest acquisition; statements about our
future expectations, plans and prospects; and other statements containing the
words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,”
“potential,” and similar expressions. Our actual results, performance
or achievements or industry results may differ materially from those expressed
or implied in these forward-looking statements. These statements
involve numerous risks and uncertainties, including but not limited to those
risk factors set forth in our prospectus, dated September 30, 2010 and filed
with the Securities and Exchange Commission (SEC) on October 1, 2010 pursuant to
Rule 424(b)(4) under the Securities Act of 1933, and other filings that we make
with the SEC from time to time. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such forward-looking
statements. KEYW is under no obligation to (and expressly disclaims
any such obligation to) update or alter its forward-looking statements whether
as a result of new information, future events or otherwise.
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