KippsDeSanto & Co. Advises TeraThink on its Sale to CGI, Inc

KippsDeSanto & Co. Advises TeraThink on its Sale to CGI, Inc 

 KippsDeSanto & Co. is pleased to announce the sale of its client, TeraThink Corporation  (“TeraThink” or the “Company”), to CGI, Inc. (“CGI”).

Headquartered in Reston, VA, TeraThink is a purpose-built digital transformation, ERP implementation, and technology solutions provider specializing in automation, agile development, enterprise application technologies, data analytics, optimization, and cloud computing.  TeraThink delivers digital transformations by modernizing and integrating mainstream IT and deploying digital solutions at scale to produce better business outcomes for federal civilian, national security, and defense customers. The Company merged with Dominion Consulting in November 2017.

This acquisition strengthens CGI Federal’s position as an end-to-end enterprise application services provider with the additional management consulting and digital transformation capabilities that TeraThink brings to the table.

We believe this acquisition demonstrates several key trends in the government services market:

  • Strong demand for technology-driven, next-generation IT service companies;
  • Importance of a full and open contract profile with visible backlog;
  • Focus on high-growth businesses with proven scale, relevant past performance, and sustainable, recurring revenue and profitability; and
  • Significant value attributed to deeply-embedded customer relationships and market know-how

 About KippsDeSanto & Co.

KippsDeSanto & Co. is an investment banking firm focused on serving growth-oriented Aerospace / Defense, Government Services and Technology companies. We are focused on delivering exceptional M&A and Financing transaction results to our clients via leveraging our scale, creativity and industry experience. We help market leaders realize their full strategic value. Having advised on over 100 industry transactions, KippsDeSanto is recognized for our analytical rigor, market insight, and broad industry relationships. There’s no substitute for experience.  For more information, visit www.kippsdesanto.com.

Investment Banking products and services are offered through KippsDeSanto & Co., a non-bank subsidiary of Capital One, N.A., a wholly-owned subsidiary of Capital One Financial Corporation, and a member of FINRA and SIPC. Products and services are Not FDIC insured, Not Bank Guaranteed, May Lose Value, Not a Deposit, and Not Insured by Any Federal Government Agency.

Press Release

CGI to Acquire TeraThink
Expands end-to-end enterprise application services for federal clients.

March 25, 2020

Fairfax, Virginia – CGI (NYSE: GIB) (TSX: GIB.A) announced its intent to acquire TeraThink, a leading information technology and management consulting firm providing digitization, enterprise finance,  risk management, and data analytics services to the U.S. federal government. The two companies signed an agreement to proceed with the transaction, which is expected to close by the end of March.

This merger will strengthen CGI Federal’s consulting expertise, and expand its enterprise application development and management services. Combining TeraThink’s agile enablement, application development, and data analytics capabilities with CGI’s Federal’s breadth of IT services will enhance offerings available to federal agencies. This merger will significantly increase the scale of enterprise applications support CGI Federal provides to all three branches of government.

“TeraThink and its approximately 250 professionals have made significant contributions for their federal government clients,” said George D. Schindler, President and Chief Executive Officer. “Through combined portfolios, we strengthen our capabilities and broaden our offerings to meet the growing digitization needs of federal agencies.”

“TeraThink and CGI Federal share a culture of delivering quality services, addressing evolving needs in partnership with our clients, and maintaining a track record of high client satisfaction and longevity,” said Tim Hurlebaus, President CGI Federal. “We look forward to welcoming the TeraThink members to the CGI team.”

About CGI Federal

CGI Federal Inc. is a wholly-owned U.S. operating subsidiary of CGI Inc., dedicated to partnering with federal agencies to provide solutions for defense, civilian, healthcare and intelligence missions. Founded in 1976, CGI is among the largest independent IT and business consulting services firms in the world. With 77,500 consultants and other professionals across the globe, CGI delivers an end-to-end portfolio of capabilities, from strategic IT and business consulting to systems integration, managed IT and business process services and intellectual property solutions. CGI works with clients through a local relationship model complemented by a global delivery network that helps clients digitally transform their organizations and accelerate results. With Fiscal 2019 reported revenue of C$12.1 billion, CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Learn more at www.cgi.com.

Forward-looking information and statements

This press release contains “forward-looking information” within the meaning of Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable United States safe harbors. All such forward-looking information and statements are made and disclosed in reliance upon the safe harbor provisions of applicable Canadian and United States securities laws. Forward-looking information and statements include all information and statements regarding CGI’s intentions, plans, expectations, beliefs, objectives, future performance, and strategy, as well as any other information or statements that relate to future events or circumstances and which do not directly and exclusively relate to historical facts. Forward-looking information and statements often but not always use words such as “believe”, “estimate”, “expect”, “intend”, “anticipate”, “foresee”, “plan”, “predict”, “project”, “aim”, “seek”, “strive”, “potential”, “continue”, “target”, “may”, “might”, “could”, “should”, and similar expressions and variations thereof. These information and statements are based on our perception of historic trends, current conditions and expected future developments, as well as other assumptions, both general and specific, that we believe are appropriate in the circumstances. Such information and statements are, however, by their very nature, subject to inherent risks and uncertainties, of which many are beyond the control of CGI, and which give rise to the possibility that actual results could differ materially from our expectations expressed in, or implied by, such forward-looking information or forward-looking statements. These risks and uncertainties include but are not restricted to: risks related to the market such as the level of business activity of our clients, which is affected by economic conditions, and our ability to negotiate new contracts; risks related to our industry such as competition and our ability to attract and retain qualified employees, to develop and expand our services, to penetrate new markets, and to protect our intellectual property rights; risks related to our business such as risks associated with our growth strategy, including the integration of new operations, financial and operational risks inherent in worldwide operations, foreign exchange risks, income tax laws, our ability to negotiate favorable contractual terms, to deliver our services and to collect receivables, and the reputational and financial risks attendant to cybersecurity breaches and other incidents; as well as other risks identified or incorporated by reference in this press release, in CGI’s annual and quarterly MD&A and in other documents that we make public, including our filings with the Canadian Securities Administrators (on SEDAR at www.sedar.com) and the U.S. Securities and Exchange Commission (on EDGAR at www.sec.gov). Unless otherwise stated, the forward-looking information and statements contained in this press release are made as of the date hereof and CGI disclaims any intention or obligation to publicly update or revise any forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. While we believe that our assumptions on which these forward-looking information and forward-looking statements are based were reasonable as at the date of this press release, readers are cautioned not to place undue reliance on these forward-looking information or statements. Furthermore, readers are reminded that forward-looking information and statements are presented for the sole purpose of assisting investors and others in understanding our objectives, strategic priorities and business outlook as well as our anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes. Further information on the risks that could cause our actual results to differ significantly from our current expectations may be found in the section titled “Risk Environment” of CGI’s annual and quarterly MD&A, which is incorporated by reference in this cautionary statement. We also caution readers that the above-mentioned risks and the risks disclosed in CGI’s annual and quarterly MD&A and other documents and filings are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could also have a material adverse effect on our financial position, financial performance, cash flows, business or reputation.

For more information:

Investors

Lorne Gorber

Executive Vice-President, Investor and Public Relations

lorne.gorber@cgi.com

+1 514-841-3355

Media

Jennifer Horowitz

Vice-President, Marketing & Communications

jennifer.horowitz@cgi.com

+1 202-807-9558

KippsDeSanto & Co. Advises Continental Mapping Consultants, Inc. on its investment by Bluestone Investment Partners

KippsDeSanto & Co. Advises Continental Mapping Consultants, Inc. on its investment by Bluestone Investment Partners

 KippsDeSanto & Co. is pleased to announce that Continental Mapping Consultants, Inc. (“Continental” or the “Company”) has received an investment by Bluestone Investment Partners.

Founded in 1999 and headquartered in Sun Prairie, Wisconsin, Continental is a rapidly growing geospatial data analytics and mapping solutions provider to defense, intelligence, federal and state government agencies, and commercial customers.  The Company combines remote sensing technologies, proprietary technology, automation tools, commercial cloud services, and artificial intelligence capabilities to deliver products and solutions to its clients.  The Company’s geospatial expertise has evolved to allow for the integration and mission application of vast amounts of data from an ever-increasing number of sensors across all markets.  Continental fuses professional talent and technology (proprietary and commercial off-the-shelf) to curate, consolidate, validate, and disseminate geospatial solutions.  The Company maintains over 100 active production improvement tools, utilizes advanced artificial intelligence capabilities, and employs 165 highly credentialed professionals.  This deal closed on March 2, 2020.

At that date, we believe this investment demonstrated several key trends in the defense, and government and commercial technology M&A environment:

  • Strong market demand existed for growth oriented, intelligence, and national security focused mid-market companies.
  • Private equity continued to deploy capital for new platforms in the government technology market, especially in attractive markets for consolidation and value creation through scale.
  • Strategic buyers and investors recognized the value of highly differentiated solutions that leverage proprietary tools and technologies.

About KippsDeSanto & Co.  KippsDeSanto & Co. is an investment banking firm focused on serving growth-oriented Aerospace / Defense, Government Services and Technology companies.  We are focused on delivering exceptional M&A and Financing transaction results to our clients via leveraging our scale, creativity and industry experience.  We help market leaders realize their full strategic value.  Having advised on over 100 industry transactions, KippsDeSanto is recognized for our analytical rigor, market insight, and broad industry relationships.  There’s no substitute for experience.   For more information, visit www.kippsdesanto.com.

Investment Banking products and services are offered through KippsDeSanto & Co., a non-bank subsidiary of Capital One, N.A., a wholly-owned subsidiary of Capital One Financial Corporation, and a member of FINRA and SIPC. Products and services are Not FDIC insured, Not Bank Guaranteed, May Lose Value, Not a Deposit, and Not Insured by Any Federal Government Agency. 

Press Release

Continental Mapping marks Bluestone’s seventh investment in the Defense, Government, and National Security Market

MCLEAN, Va., March 10, 2020 /PRNewswire/ — Bluestone Investment Partners, LLC (“Bluestone”), a McLean, Virginia-based private equity firm, is pleased to announce the completion of an investment in Continental Mapping Consultants, LLC (“Continental Mapping” or the “Company”). Based in Sun Prairie, Wisconsin, Continental Mapping is a rapidly growing geospatial data analytics and mapping solutions provider to Defense, intelligence, federal and state government agencies, and commercial customers. The Company combines remote sensing technologies, proprietary technology, automation tools, commercial cloud services, and artificial intelligence capabilities to deliver products and solutions to its clients.

John Allen, co-founder and Managing Partner of Bluestone said, “We are excited about our partnership with Continental Mapping. The Company has a 20-year track record of successful delivery of complicated solutions, a great leadership team, a talented and technically differentiated workforce, and attractive clients. We look forward to helping the Company accelerate its growth and expand its capabilities.”

“Our management team and 170 employees are energized about the next phase of growth for Continental Mapping. We look forward to leveraging the experience of Bluestone’s principals to build our business through organic expansion and acquisitions,” said Dave Hart, Chief Executive Officer of Continental Mapping.

Founded in 1999 by Chris Gross, President, and Dave Hart, Chief Executive Officer, Continental Mapping initially provided photogrammetric solutions to local clients in Wisconsin. Through investment in people, technologies, and capabilities, the Company grew to support operations for multiple government and commercial clients around the world. Today, the company maintains over 125 active production improvement tools, utilizes advanced artificial intelligence capabilities, and employs a highly credentialed employee base in Sun Prairie, St. Louis, MO, San Antonio, TX, and Northern Virginia.

Holland and Knight LLP acted as Bluestone’s legal adviser in the transaction. Dixon Hughes Goodman LLP provided quality of earnings services for Bluestone. Morrison and Foerster LLP served as legal adviser to Continental Mapping. KippsDeSanto & Co. served as the investment banking adviser to Continental Mapping. Senior financing for the transaction was provided by EagleBank.

About Bluestone Investment Partners

Bluestone is a private equity firm investing exclusively in lower middle-market companies primarily in the defense and government services arena. Bluestone’s principals have a long and successful track record owning, operating, investing in, and advising companies in the defense and government services sector.  Additionally, many of Bluestone’s investors are industry luminaries who have successfully built, grown, and sold businesses to leading strategic buyers and private equity investors in the sector. Bluestone aims to leverage the industry expertise of its partners and investors to support both organic and acquisition-oriented growth strategies. Few private equity firms offer the combination of industry-focused intellectual and investment capital that Bluestone has assembled.
www.bluestoneinv.com.

About Continental Mapping Consultants, LLC

Established in 1999, Continental Mapping provides geospatial analytics to intelligence community, defense, federal government, state agencies, and commercial clients. The Company has provided products and solutions involving over 180 countries and on all seven continents. The Company was recently recognized for the second year in a row by Inc. magazine as one of the nation’s fastest growing companies. The Company is headquartered in Sun Prairie (Madison area), Wisconsin. www.continentalmapping.com

 

KippsDeSanto’s DealView — Top 10 M&A Deals of the Quarter

KippsDeSanto & Co., an investment banking firm focused on serving growth-oriented Aerospace / Defense, Government Services and Technology companies, would like to share its thoughts on the “Top 10 M&A Deals of the Quarter” for the period ended March 31, 2020.(1)

Current market conditions and the ongoing COVID-19 global pandemic have already begun to impact M&A activity in our target sectors. While M&A activity was particularly strong during the beginning of 2020, transaction volume in March was noticeably lower. March deal announcements across all three sectors included 20 transactions, compared to an average of 38 transaction announcements per month in the first two months of 2020.

The following is our take on the most notable announced M&A transactions in the first quarter of 2020 — not only based on size, but also on strategic importance and / or impact.

Of the above transactions, the following were especially noteworthy:

The aerospace and defense deal of the quarter is Woodward, Inc.’s (NasdaqGS: WWD) and Hexcel Corporation’s (NYSE: HXL) pending merger of equals, with Woodward to remain as the surviving entity. The newly formed Woodward Hexcel is a premier global provider of innovative and integrated aerodynamic, propulsion, and composite technology systems to the aerospace, defense, and industrial markets, and is expected to generate $5.3 billion in sales and $1.1 billion in EBITDA on a 2019 pro-forma basis. Woodward Hexcel is expected to benefit from enhanced scale, combined R&D capabilities, a strategically diversified portfolio of products and customers, as well as a stronger financial profile. The estimated $7.5 billion transaction was announced on January 12th following approval by both Board of Directors, and is expected to close in the third quarter of 2020. The all-stock consideration will be paid at a fixed exchange ratio of 0.625 shares of WWD for each HXL share with Woodward shareholders owning 55% of the combined entity. The acquisition highlights industry consolidatation with the resulting effect yielding Hexcel Woodward improved operating leverage, diversified end market exposure, as well as embedded content and complementary technologies on premier aerospace platforms, to accelerate growth and generate significant value for both sets of shareholders.

The government technology solutions deal of the quarter is SAIC’s (NYSE: SAIC) acquisition of Unisys Federal, an operating unit of Unisys (NYSE: UIS). The all-cash transaction is valued at $1.2 billion ($1.025 billion net of $175 million of tax assets) and is expected to close by May 1, 2020, following customary closing requirements. Unisys Federal is a leading provider of cloud migration, infrastructure modernization, managed services, and enterprise IT-as-a-service (“EITaaS”) to U.S. federal civilian agencies and the Department of Defense. Given its core strengths, the transaction is expected to further differentiate SAIC within the government services market by adding technology-enabled, intellectual property-based solutions and digital transformation services, that are typically sold via commercial-like service delivery models. Unisys Federal holds several sizable and highly-sought after contracts focused on these areas, which are complementary to SAIC’s growing portfolio of NextGen IT awards. In addition, the acquisition provides SAIC with enhanced customer access and offers new avenues for growth as well as cross-selling opportunities. The transaction will help free up resources Unisys can use to cancel debt and pension shortfalls and improve growth prospects for 2020. This acquisition also demonstrates a continued interest by large public companies in the Government Technology Solutions marketplace to add scale, vehicles, and NextGen IT capabilities via acquisitions.

About KippsDeSanto & Co KippsDeSanto & Co. is an investment banking firm focused on serving growth-oriented Aerospace / Defense, Government Services and Technology companies. We are focused on delivering exceptional M&A and Financing transaction results to our clients via leveraging our scale, creativity and industry experience. We help market leaders realize their full strategic value. Having advised on over 100 industry transactions, KippsDeSanto is recognized for our analytical rigor, market insight, and broad industry relationships. There’s no substitute for experience. For more information, visit www.kippsdesanto.com.

Securities and investment banking products and services are offered through KippsDeSanto & Co., a non-banking subsidiary of Capital One, N.A., a wholly owned subsidiary of Capital One Financial Corporation. KippsDeSanto is a member of FINRA and SIPC. Products or services are Not FDIC Insured, Not Bank Guaranteed, May Lose Value, Not a Deposit, and Not Insured By Any Federal Governmental Agency.