Kratos Defense & Security Solutions, Inc. (Nasdaq:KTOS), a
leading National Security Solutions provider, today announced the
completion of its acquisition of Integral Systems, Inc.
(Nasdaq:ISYS). Kratos completed the acquisition through a
reverse merger of a wholly owned subsidiary with and into Integral
Systems.
As a result of the merger, each outstanding share of Integral
Systems common stock was cancelled and converted into the right to
receive $5.00, in cash, without interest, and the issuance of 0.588
shares of Kratos common stock. As a result of the merger,
shares of Integral Systems common stock ceased trading on the
NASDAQ Global Select Market.
"Together, Kratos and Integral Systems represent a force
multiplier in our ability to bring mission critical communications
and C5ISR solutions to our customers," said Phil Carrai, President
of Kratos Technology & Training Solutions. "With its products
used in approximately 80% of satellite operations, Integral is well
known as the leader in ground systems, signal processing and other
areas of satellite command and control, but it is also at the
cutting edge of advanced technologies for Unmanned Aerial Vehicles
(UAVs), situational awareness, remote management and electronic
warfare that fit naturally into the Kratos portfolio of solutions
for assuring the availability, reliability and security of mission
critical systems for defense, intelligence and commercial
operations."
"For almost three decades, Integral Systems has led the way in
providing commercial-based products, solutions and services to the
satellite and aerospace communities," said Paul Casner, President
and CEO of Integral Systems. "This transaction brings together two
of the leading high technology companies. Together we will be able
to bring our customers a broader array of advanced technologies to
meet their most critical needs while creating rich opportunities
for our employees. The combination of Integral Systems and Kratos
is a win-win."
Eric DeMarco, President and CEO of Kratos, said, "I want to
personally welcome the Integral Systems employees to
Kratos. Integral Systems and importantly its most valuable
asset, its people, are extremely similar to Kratos, our culture and
our personnel including being entrepreneurial, extremely dedicated
and technical in nature, and we are very excited about the merger
of these two outstanding organizations. As Paul mentioned, in
addition to the combined company bringing additional and more
robust capabilities and product offerings to our customers, where
the combined business will have the opportunity for enhanced
organic growth, there will also be additional personal and
professional opportunities for our combined company's workforce as
we move forward."
Jefferies & Company, Inc. acted as Kratos' exclusive advisor
for the acquisition of Integral Systems. B. Riley &
Company acts as a strategic financial advisor to Kratos in the
execution of Kratos' strategic business plan, and B. Riley's
Founder and Chairman, Bryant Riley, works directly with Kratos'
Executive Management in the execution of its strategy.
About Kratos Defense & Security
Solutions
Kratos Defense & Security Solutions, Inc. (Nasdaq:KTOS) is a
specialized National Security technology business providing mission
critical products, services and solutions for United States
National Security priorities. Kratos' core capabilities are
sophisticated engineering, manufacturing and system integration
offerings for National Security platforms and programs. Kratos'
areas of expertise include Command, Control, Communications,
Computing, Combat Systems, Intelligence, Surveillance and
Reconnaissance (C5ISR), unmanned systems, cyber warfare, cyber
security, information assurance, critical infrastructure security
and weapons systems sustainment. Kratos, including the recent
acquisition of Integral, has primarily an engineering and
technical oriented work force of approximately 4,100, many of which
hold an active National Security clearance, including Secret, Top
Secret and higher. The vast majority of Kratos' work is
performed on a military base, in a secure facility or at a critical
infrastructure location. Kratos' primary end customers are
United States Federal Government agencies, including the Department
of Defense, classified agencies, intelligence agencies and Homeland
Security related agencies. News and information are available
at www.KratosDefense.com.
The Kratos Defense & Security Solutions, Inc. logo is
available at
http://www.globenewswire.com/newsroom/prs/?pkgid=3519
About Integral Systems
Integral Systems, Inc. is a global provider of products, systems
and services for satellite command and control, telemetry and
digital signal processing, data communications, enterprise network
management and communications information assurance. Integral
specializes in developing, managing and operating secure
communications networks, both satellite and terrestrial, as well as
systems and services to detect, characterize and geolocate sources
of RF interference. Integral's customers include U.S. and
foreign commercial, government, military and intelligence
organizations. For almost 30 years, customers have relied on
Integral Systems to design and deliver innovative commercial-based
products, solutions and services that are cost-effective and reduce
delivery schedules and risk. The Integral Systems family of
solutions providers (Integral Systems, Inc., Integral Systems
Europe, Lumistar, Inc., Newpoint Technologies, Inc., RT Logic and
SAT Corporation), as well as Integral Systems Services Solutions
(IS3), leads the market in offering complete ground segment
solutions. Integral's dedication to "The Integral Difference"
has solidified long-term relationships with the U.S. DoD, NASA,
NOAA and nearly every commercial satellite operator in the
world.
Notice Regarding Forward-Looking Statements
Certain statements in this press release may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements relate to
a variety of matters, including, but not limited to, the benefits,
synergies and opportunities expected to result from the acquisition
and other statements that are not purely statements of historical
fact. These forward-looking statements are made on the basis
of the current beliefs, expectations and assumptions of the
management of Kratos and Integral Systems and are subject to
significant risks and uncertainty. Investors are cautioned not to
place undue reliance on any such forward-looking
statements. All such forward-looking statements speak only as
of the date they are made, and neither Kratos nor Integral Systems
undertakes any obligation to update or revise these statements,
whether as a result of new information, future events or
otherwise.
Factors that could cause actual results to differ materially
from the forward-looking statements contained herein include, but
are not limited to: any operational or cultural difficulties
associated with the integration of the businesses of Kratos and
Integral Systems; potential adverse reactions or changes to
business relationships resulting from the acquisition; unexpected
costs, charges or expenses resulting from the acquisition;
litigation or adverse judgments relating to the acquisition; the
failure to realize synergies and cost savings from the transaction
or delay in realization thereof; and any changes in general
economic and/or industry-specific conditions. For a further
discussion of risks and uncertainties that could cause actual
results to differ from those expressed in these forward-looking
statements, as well as risks relating to the businesses of Kratos
and Integral Systems in general, see the risk disclosures in the
Annual Report on Form 10-K of Kratos for the year ended December
26, 2010 and in the Annual Report on Form 10-K of Integral Systems
for the year ended September 24, 2010, and in subsequent reports on
Forms 10-Q and 8-K and other filings made with the SEC by each of
Kratos and Integral Systems.
CONTACT: Press Contact:
Yolanda White
858-812-7302 Direct
Investor Information:
877-934-4687
investor@kratosdefense.com
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