KippsDeSanto & Co. Advises Whitney, Bradley & Brown, Inc. on its Merger with NetStar-1, a portfolio company of Lake Capital

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the merger of our client, Whitney, Bradley & Brown, Inc. (“WBB”), with NetStar-1, a portfolio company of Lake Capital.  WBB and NetStar-1 combined business operations to form a premier management consulting services firm with substantial scale and reach within the federal government.  The transaction closed on February 21, 2012.

Headquartered in Reston, VA, WBB is a management consulting and technical services firm that acts as a trusted and long-term advisor of choice for the Department of Defense, federal civilian agencies, and defense-related commercial companies.  WBB has an established reputation for providing tailored solutions that address sophisticated government challenges and help priority security agencies achieve mission success.

The merger of WBB and NetStar-1 allows the combined company (operating under the WBB brand name) to become a leading service provider to the federal government and offers the ability to aggressively grow and strengthen its position on existing contracts and future opportunities.  The combined company has over $130 million of revenue and 500 employees, with the past performance and newly acquired depth, breadth, and resources to provide high quality services and solutions to a range of clients across the federal government.

The transaction demonstrates several key trends in the government services M&A environment:

  • Premier providers of distinguished solutions are in high demand as the overall shift in the budget and funding enviroment results in a need for expert solutions and advice
  • Private equity firms continue to be active in the government services space, looking for strategic opportunities
  • Leveraged finance for government services transactions remains accessible
  • Consolidation of the government services industry continues to occur, as firms look to restructure and reposition within critical government areas and customers

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies.  For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.  For more information on this particular transaction, please contact one of the deal team leaders below.

KippsDeSanto & Co., member FINRA/SIPC, is not affiliated with other companies mentioned herein

PRESS RELEASE

NetStar-1 and Whitney, Bradley and Brown, Inc. Merge

Form Premiere Management Consulting Services Firm Focused on the Needs of the Federal Government

NetStar-1, a leading provider of management consulting services to U.S. federal agencies, and Whitney, Bradley and Brown, Inc. (WBB), a management consulting firm focused on business transformation, organizational realignment, and process improvement, today announced that they are merging their business operations effective immediately. The merger follows a significant investment in WBB by Lake Capital, a private equity firm that invests exclusively in service-based companies. Lake Capital made its initial investment in NetStar-1 in 2007.

Founded in 1981 with its roots in serving the Department of Defense, WBB has grown to become a leading provider of CONOPs, requirements, organizational development, acquisition, and technical consulting services to agencies including the Department of Defense, the Department of Homeland Security, and the Veterans Health Administration. “We are excited about the increased scale and reach within our target markets that this merger brings us,” said William McMullen, President and CEO of WBB. “We believe NetStar-1 enhances our past performance and the depth and breadth of our management consulting resources. This will enable us to aggressively grow our business by positioning ourselves more competitively on substantial governmental initiatives and prime contract awards, and strengthen our ability to support our clients with innovative solutions that are relevant to today’s federal government needs.”

NetStar-1 is a leading provider of transformation, program management, requirements, and business and financial management consulting services, primarily to clients within the Department of Homeland Security. “This merger extends our strategic initiative to become one of the leading management consulting organizations focused on the federal government,” said Kevin Rowe, President and CEO of NetStar-1. “That initiative began in October of 2010 when we divested our Technology Solutions and Commercial Sales divisions to focus exclusively on management consulting services. By joining our resources with WBB’s we gain substantial scale and broad agency coverage which will allow us to more aggressively grow our business. The resulting cost synergies of the merger will allow us to provide high quality services in an increasingly competitive market.”

The combined company will have over $130 million of revenue and 500 employees. Key customers include the Department of Defense, Department of Homeland Security, Veterans Health Administration, Department of Justice, Office of Personnel Management, and a number of government-related contractors in the private sector. William McMullen will become President and CEO of the combined company and Kevin Rowe will become Chairman. The combined company will operate under the WBB brand and will be headquartered in Reston, VA.

About NetStar-1

Headquartered in Rockville, MD, NetStar-1 is a leading provider of management consulting services to U.S. federal government clients. NetStar-1’s expertise spans multiple areas of consulting including program management, financial management, business transformation, and portfolio management. For more information on NetStar-1 visit www.netstar-1.com.

About WBB

Headquartered in Reston, VA, WBB is a premier management consulting and technical services firm that acts as a trusted and long-term advisor of choice for the Department of Defense, federal civilian agencies, and defense-related commercial companies. WBB has an established reputation for providing tailored solutions that address sophisticated government challenges and help priority security agencies achieve mission success. For more information on WBB visit www.wbbinc.com.

About Lake Capital

Lake Capital is a private equity firm that focuses on investments in service-based enterprises across various industries. The firm currently manages more than $1.3 billion in equity commitments and seeks to build leading services companies through organic and acquisition-enhanced growth. More information about Lake Capital is available at www.lakecapital.com.

NetStar-1
Kevin Rowe
240-425-4677
Kevin.rowe@netstar-1.com
or
WBB Consulting
William McMullen
703-448-6081
mcmullen@wbbinc.com
or
Lake Capital
Doug Rescho
312-640-7082
drescho@lakecapital.com

KippsDeSanto & Co. Advises WINS on its Sale to ManTech International Corporation

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, Worldwide Information Network  Systems, Inc. (“WINS” or “the Company”), by ManTech International Corporation (“ManTech”) for $90 million.  ManTech acquired WINS to deepen its cyber security and intelligence information technology (“IT”) solutions capabilities, and assume a prime position on the $6.6 billion Defense Intelligence Agency (“DIA”) Solutions for the Information Technology Enterprise (“SITE”) contracting vehicle.  The transaction closed on November 15, 2011.

Headquartered in Seabrook, Maryland, WINS is a leading provider of cyber security, network / infrastructure engineering, and software / system development solutions, principally for the DIA and Department of State (“DoS”).  WINS directly supports ongoing intelligence and national security mission requirements in the areas of classified networks, data, and communications.  The Company’s highly cleared professionals support client missions by providing network / infrastructure development and support; ensuring the availability, integrity, and security of IT assets; developing defensive and forensic cybersecurity tools; and enhancing enterprise storage and communications systems.

We believe this transaction demonstrates several key trends in the government technology M&A environment:

  • Companies with leading cyber security capabilities and intelligence customer orientation remain at the forefront of industry acquisition criteria, especially given these segments’ favorable growth outlooks relative to the broader federal contracting market
  • Targets operating at the front-end of contracts (with significant backlog) that provide strong revenue visibility and organic growth potential are highly sought after
  • Prime positions on large, long-term contract vehicles awarded on a full and open basis (or transitionable) drive value; buyers and investors are becoming more sophisticated when evaluating small business contracts in these instances
  • Combination of sustainable competitive differentiators such as clearances, customer depth, contract vehicles, and technical expertise motivate premium pricing by strategic buyers and private equity investors

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies.  For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.  For more information on this particular transaction, please contact one of the deal team leaders below.

KippsDeSanto & Co., member FINRA / SIPC, is not affiliated with other companies mentioned herein

PRESS RELEASE

ManTech to Acquire Worldwide Information Network Systems, Inc.

Acquisition Provides Significant Opportunities in Intelligence Community IT Services

FAIRFAX, Va., Oct 27, 2011 (BUSINESS WIRE) —

ManTech International Corporation (Nasdaq: MANT) announced today that it has signed a definitive agreement to acquire Worldwide Information Network Systems, Inc. (WINS) for $90 million in cash. WINS is a leading IT solutions provider, specializing in network and infrastructure engineering, enterprise architecture, cyber security and systems development, software development and integration, and end-user workspace management. ManTech expects the acquisition to be accretive to its earnings per share in 2012.

Headquartered in Seabrook, Maryland and founded in 2001, WINS is a privately held company providing global support and IT services to the Department of Defense, Department of State and other agencies. WINS will become a part of ManTech’s Mission, Cyber and Technology Solutions group, led by L. William Varner.

The acquisition will enable ManTech to deliver IT services through WINS’ prime position on the Defense Intelligence Agency’s (DIA) Solutions for Information Technology Enterprises (SITE) contract, an indefinite delivery/indefinite quantity contract vehicle with a $6.6 billion ceiling and period of performance through 2015.

“This acquisition is consistent with ManTech’s long-term strategy to extend our presence in the defense and intelligence markets,” said ManTech’s Chairman and Chief Executive Officer, George J. Pedersen. “The addition of WINS’ IT capabilities, prime position on the DIA SITE and other contracts will enhance our positioning with important customers and further our growth prospects.”

“We are delighted to join ManTech,” said Ulysese Jefferson, president and chief executive officer of WINS. “WINS’ unique and innovative IT capabilities will bolster ManTech’s significant industry expertise, thus allowing WINS to provide enhanced capability and services to our existing customers. Our core customers need robust IT solutions to overcome tough, complex network challenges. Alongside ManTech, customers will be able to accomplish their missions with more comprehensive offerings of IT solutions.”

The acquisition is subject to various closing conditions and approvals, including approval under the Hart-Scott-Rodino Act, and is expected to be completed in November 2011. The parties will enter into a 338(h)(10) election for tax purposes. ManTech will fund the acquisition from cash on hand.

About ManTech International Corporation

ManTech is a leading provider of innovative technologies and solutions for mission-critical national security programs for the intelligence community; the departments of Defense, State, Homeland Security, Energy, and Justice, including the Federal Bureau of Investigation; the space community; the National Oceanic and Atmospheric Administration; and other U.S. federal government customers. We provide support to critical national security programs for approximately 60 federal agencies through 1,000 current contracts. ManTech’s expertise includes command, control, communications, computers, intelligence, surveillance and reconnaissance (C4ISR) lifecycle support, cyber security, global logistics support, intelligence/counter-intelligence support, information technology modernization and sustainment, systems engineering, and test and evaluation. ManTech supports major national missions such as military readiness, terrorist threat detection, information security, and border protection. Additional information on ManTech can be found at www.mantech.com.

KippsDeSanto & Co. Advises Maricom Systems Inc. on its Sale to Computer Sciences Corporation

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, Maricom Systems Inc. (“Maricom”), by Computer Sciences Corporation (“CSC”).  CSC acquired Maricom to broaden its presence in the Federal health information technology (“IT”) arena, a key growth area within the Federal market.  The transaction closed on August 31, 2011.

Headquartered in Baltimore, Maryland, Maricom is a leading provider of data centric IT services to the Department of Health and Human Services, principally the Centers for Medicare and Medicaid Services (“CMS”).  Maricom directly supports the mission of CMS by providing deep technical expertise in healthcare informatics, business intelligence, database management, and application development.  These capabilities are deployed to address the data collection, storage, analysis, and dissemination needs across the entire CMS enterprise.  The Company is trusted with supporting some of the most critical systems and initiatives surrounding actionable data analysis, enterprise services, Medicare modernization, and Healthcare Reform implementation.  These efforts collectively are aligned with clear health priorities to reduce the nation’s healthcare infrastructure costs and improve the quality of patient care

We believe this transaction demonstrates several key trends in the government technology M&A environment:

  • Intense interest of buyers and investors in accessing additional customers and capabilities that will help them position for the exceptional growth expected in the health IT segment
  • Value proposition of customer intimacy and domain expertise afforded by focus and longevity, evidenced by prime contract relationships and long-term past performance
  • Continued emphasis on and attraction to high value, long-term contracts and contracting vehicles, such as the CMS Enterprise Systems Development IDIQ
  • Mission importance of assisting Federal customers to tackle the “big data” and IT systems modernization requirements resulting from policy reform, rapid evolution of emerging technologies, and macro spending pressures to do more with less

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies.  For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.  For more information on this particular transaction, please contact one of the deal team leaders below.

KippsDeSanto & Co., member FINRA/SIPC, is not affiliated with other companies mentioned herein.

PRESS RELEASE

CSC Acquires Maricom Systems

Acquisition Strengthens CSC’s Health Informatics and Health Information Services

FALLS CHURCH, Va., Sept. 1 — CSC (NYSE: CSC) today announced that it has acquired Maricom Systems, Inc. The company, based in Baltimore, Md., provides business intelligence and data management solutions that support mission-critical health information technology (IT) systems within the U.S. Department of Health and Human Services (HHS). Terms of the acquisition were not disclosed.

This acquisition allows CSC to expand its support of HHS efforts to implement IT improvements in the Patient Protection and Affordable Care Act. Maricom enhances CSC capabilities in the areas of healthcare informatics and data management—the cornerstones of the government health transformation initiatives.

“The addition of Maricom Systems supports CSC’s strategic focus on selected high growth areas of the U.S. federal government,” said James W. Sheaffer, president of CSC’s North American Public Sector line of business. “Healthcare is a rapidly expanding segment of the marketplace and we expect its growth to continue as the government looks for innovative solutions to reduce its cost while improving the quality of care.”

Maricom’s approximately 200 employees will be a part of CSC’s Health Services business area, which provides IT services and solutions, systems integration and operations support to HHS’ Centers for Medicare and Medicaid Services.

Investment bank KippsDeSanto acted as the sole financial advisor to Maricom Systems for this acquisition.

About CSC

CSC is a global leader in providing technology-enabled business solutions and services. Headquartered in Falls Church, Va., CSC has approximately 93,000 employees and reported revenue of $16.2 billion for the 12 months ended July 1, 2011. For more information, visit the company’s website at www.csc.com.

All statements in this press release and in all future press releases that do not directly and exclusively relate to historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent the Company’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, many of which are outside the Company’s control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in CSC’s Form 10-K for the fiscal year ended April 1, 2011 and any updating information in subsequent SEC filings. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent event or otherwise, except as required by law.

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KippsDeSanto & Co. Advises HPTi on its Sale to Dynamics Research Corp.

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, High Performance Technologies, Inc. (“HPTi”), by Dynamics Research Corp. (“DRC”) for $143 million. DRC acquired HPTi to deepen its exposure in key federal growth areas such as healthcare, cyber security, intelligence, civilian financial agencies, and homeland security. The transaction closed on July 1, 2011.

Headquartered in Reston, Virginia, HPTi is a leading provider of high-end technology services primarily to the Federal healthcare and military technology markets. HPTi delivers a myriad of highly technical services in the areas of modeling and simulation, advanced research, scientific computing, enterprise technology and planning, systems architecture, algorithm development, secure software development, and visualization. These solutions bridge the gap between academia and the battlefield, optimize enterprise technology, advance scientific knowledge, ensure efficient process driven technology development and modernization, and create secure, dependable systems that automate critical business functions. The Company synthesizes disciplined architecture and development with emerging technologies to ensure the success of advanced mission critical systems and programs across high priority federal civilian and defense agencies such as the VA, DoD, Army, DOJ, Treasury, FBI, NOAA, and intelligence customers.

We believe this transaction demonstrates several key trends in the government IT M&A environment:

  • Well-performing companies with a strong focus in key funding areas such as Health IT, military technology, intelligence, and cloud computing continue to be in high demand
  • Targets operating at the front-end of contracts with significant backlog provide strong revenue visibility and are positioned for premium pricing from both government services buyers and private equity investors
  • Distinguished capability sets, well-balanced client bases, and large contract vehicle portfolios provide key organic growth avenues for acquirers in today’s tight budget environment
  • The importance of a robust culture and strong core values in recruiting and retaining high-end employees needed to tackle the most technically demanding problems facing the government

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives. For more information on this particular transaction, please contact one of the deal team leaders below.

KippsDeSanto & Co., member FINRA/SIPC, is not affiliated with other companies mentioned herein

PRESS RELEASE

DRC to Acquire High Performance Technologies, Inc.

ANDOVER, Mass., June 3, 2011 (GLOBE NEWSWIRE) — Dynamics Research Corporation (Nasdaq:DRCO), a leading provider of innovative management consulting, engineering, and technology solutions, today announced that it has signed a definitive agreement to acquire privately-held High Performance Technologies, Inc (HPTi), a leading provider of high-end technology services, primarily to the federal healthcare and military technology markets.

HPTi reported revenue of $90 million for calendar 2010 with nearly 80 percent of sales aligned with DRC’s target growth markets, including healthcare, cyber security, intelligence, civilian financial agencies and homeland security. HPTi, a high-end technology solutions provider, synthesizes disciplined architecture and development with emerging technologies across high priority federal civilian and defense agencies such as the Veterans Administration, Treasury, Department of Justice, intelligence agencies, and selected advanced military technology areas. HPTi is a highly regarded, go-to partner for its customers known for solving some of the highest priority, most technically advanced problems – from high performance computing to enterprise wide systems engineering and architecture. With 44 percent of staff holding masters degrees or above, HPTi possesses extraordinary capabilities to meet customer needs for emerging technologies.

“HPTi has an outstanding reputation in the federal marketplace with the capabilities to solve some of the most complex, technical challenges faced by government agencies,” said Jim Regan, DRC’s chairman and chief executive officer. “I have known the company and members of its management team since inception. HPTi is among the best led organizations in our industry and an outstanding fit for DRC. HPTi’s management team has done a tremendous job of extending the company’s technical abilities, which originated in the defense arena, to other federal growth markets. We are very enthusiastic about having the HPTi staff with their impressive capabilities join the DRC team.”

Tim Keenan, HPTi’s president, added, “In DRC we have found an alignment of not only core values but also of market approach. We are truly pleased to be part of what we believe will be a go-to source of technology solutions for our combined clients.” Mr. Keenan will report to Mr. Regan in the position of corporate development and strategy advisor. Scott Miller, HPTi’s chief operating officer, also will report directly to Mr. Regan, continuing his leadership role for HPTi operations.

HPTi has approximately 440 employees located primarily in the National Capital Region with principal offices in Reston and Ballston, Virginia.

Terms of the merger agreement include a cash price of $143 million with closing anticipated for June 30, 2011 following the expiration of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. For tax purposes, the transaction will be treated as an asset purchase resulting in tax benefits to DRC, estimated at $23 million. HPTi earnings before interest, taxes, stock compensation, depreciation and amortization (EBITDA) for the twelve months ended March 31, 2011 was $11.9 million on revenue of $97 million.

Concurrent with the transaction, DRC will replace its current credit facility with a $110 million five-year term loan, a $20 million revolving credit facility and $40 million of subordinated debt with a six-year term. The senior credit facility will be led by Bank of America and will include SunTrust Bank and PNC Bank as Lead Arrangers. Ares Capital Corporation will provide the subordinated debt financing, which was arranged by B Riley.  Total debt at closing is anticipated to be approximately four-times the most recent twelve months pro-forma EBITDA of $39 million adjusted for the combined businesses. “We are pleased to have financial support of a bank group, which is among the strongest and most experienced in our industry,” said Dave Keleher, DRC’s senior vice president and chief financial officer.

KippsDeSanto & Co. is acting as exclusive financial advisor to HPTi in this transaction.

Company Guidance Update

Anticipating a June 30, 2011 closing of the acquisition of HPTi the Company’s estimate of revenue for 2011 has been revised to be in the range of $331 to $339 million, reflecting organic growth of 3 to 5 percent. The Company’s second quarter 2011 revenue estimate of $68 to $71 million is unchanged, reflecting organic growth of 7 to 12 percent for the federal business and 4 to 9 percent in total. The acquisition of HPTi significantly increases the Company’s penetration in growth markets to nearly 70 percent of total revenue and raises Company expectations of 2012 organic revenue growth to high single digits.

From an earnings viewpoint, the Company estimates second quarter results will include transaction costs of $1.3 to $1.5 million. Absent the transaction costs for the second quarter 2011 the Company’s earnings estimate of $0.26 to $0.28 per share remains unchanged. The Company’s estimate of full year diluted earnings per share absent the transaction costs is in the range of $1.27 to $1.34 per share.  The Company estimates earnings contributions of $0.15 or better per share from the acquisition for 2012.

Conference Call

The Company will conduct a first quarter 2011 conference call on Friday, June 3, 2011 at 9:00 a.m. ET. The call will be available via telephone at 877-303-4382, and accessible via Web cast at www.drc.com. Recorded replays of the conference call will be available on Dynamics Research Corporation’s investor relations home page at www.drc.com and by telephone at 800-642-1687, passcode #73223938 beginning at 12:00 p.m. ET June 3, 2011.

About Dynamics Research Corporation

Dynamics Research Corporation (DRC) provides measurable performance improvements for government customers through the delivery of innovative management, engineering and technology solutions. DRC offers the capabilities of a large company and the responsiveness of a small company, backed by a history of excellence and customer satisfaction. Founded in 1955, DRC is a publicly held corporation (Nasdaq: DRCO) and maintains more than 25 offices nationwide with major offices in Andover, Massachusetts and the Washington, D.C. region. For more information please visit our website at www.drc.com.

Safe harbor statements under the Private Securities Litigation Reform Act of 1995: Some statements contained or implied in this news release, may be considered forward-looking statements, which by their nature are uncertain. Consequently, actual results could materially differ. For more detailed information concerning how risks and uncertainties could affect the company’s financial results, please refer to DRC’s most recent filings with the SEC.  The company assumes no obligation to update any forward-looking information.

KippsDeSanto & Co. Advises Federal Concepts, LLC on its Sale to Jorge Scientific Corporation

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, Federal Concepts, LLC (“FedConcepts”), by Jorge Scientific Corporation (“Jorge”), a portfolio company of J.H. Whitney & Co., LLC. Jorge acquired FedConcepts to deepen its cyber-security and network infrastructure architecture, design, and engineering capabilities. The transaction closed on February 1, 2011.

Headquartered in Stevensville, Maryland, with significant operations in Quantico, Virginia, FedConcepts’ cyber-security solutions significantly fortify and enable secure operations of high-target networks and IT environments, including Secret Internet Protocol Router Network (“SIPRNet”) and Non-Classified Internet Protocol Router Network (“NIPRNet”) nodes, amongst others. Key customers include the Marine Corps Network Operations & Security Center and the Treasury Office of the Comptroller of the Currency. FedConcepts employs a team of cleared, highly certified professionals possessing technical expertise that are both current customer specific, and also highly applicable to a diverse population of potential clients with similar security needs. We believe this transaction represents a number of key trends in government and defense technology M&A:

  • Companies with leading cyber-security capabilities remain at the forefront of industry acquisition criteria;
  • Technical and customer focus and depth that is easily integrated to meet clear strategic need(s) increasingly drives strategic interest;
  • Thoughtful explanation and strategic positioning of rapid growth, and sustainability of strong profitability can drive premium transaction results;
  • Years of industry consolidation along with continued strong private equity interest in the sector are increasingly providing a new crop of buyers with strong management horsepower and financial backing.

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.

KippsDeSanto & Co., member FINRA/SIPC, is not affiliated with other companies mentioned herein

 

PRESS RELEASE

Jorge Acquisition of FedConcepts Enhances IT & Cyber Security Offerings, Facilitates Growth and Expansion of Markets

ARLINGTON, Va., February 1, 2011 — Jorge Scientific Corporation (Jorge), a leading provider of mission critical services to the Armed Forces and the federal government, has announced that it has acquired FedConcepts — an award-winning IT services and cyber-security provider to the federal government.

”Taking a cue from Jorge’s record-breaking success in 2010, we’re continuing to grow and expand our markets by acquiring one of the industry’s most successful IT services and cyber security firms,” announced Chris Torti, President and CEO of Jorge Scientific Corporation. “Together, our combined strength will fuel the entrepreneurial and innovative spirit of the team and further elevate our effectiveness in supporting our customers’ broad spectrum of mission-critical requirements.”

“This relationship with FedConcepts is a positive step forward for all of our stakeholders,” noted Judith Jorge Hartman, founder of Jorge Scientific Corporation. “It provides outstanding opportunities for our respective employees, increases the array of opportunities for our partners, and ensures that our customers can leverage our growing list of capabilities and markets to meet their emerging needs.”

“Jorge’s culture is a perfect fit for FedConcepts,” added Christian Sullivan, founder of FedConcepts and now Jorge’s Executive Vice President. “We each have reputations for best-in-class program management and functional expertise, we’ve both experienced industry-leading organic growth, we share a strong drive to be a Great Place to Work for our employees, and we’re eager to enhance our delivery of the highest caliber IT architecture, engineering and cyber security support in the market.”

About FedConcepts
FedConcepts provides cyber-security solutions for high-end systems and network engineering professional services to clients within the federal government’s civilian and defense sectors. A Microsoft Gold Partner since its founding, FedConcepts’ success has been recognized with several industry accolades and ranked among the most successful firms in the industry, including the 2010 Maryland Tech Council’s Government Contracting Firm of the Year, the 2009 Maryland Future 50, the 2008 Top 10 in Baltimore, 2007 Top 15 in Baltimore and four consecutive appearances on the annual lists of Inc. 5000 Fastest Growing Private Companies in America. For more information about FedConcepts, visit www.fedconcepts.com.

About Jorge Scientific Corporation
Founded in 1986, Jorge specializes in rapidly deploying solutions in support of a vast array of clients in the federal government, Department of Defense (DoD), U.S. Armed Forces and intelligence community. Jorge consistently delivers mission-critical solutions with agility and the utmost commitment to quality, compliance and integrity. Jorge’s dedication to providing quantifiable results for its customers and drive to be a Great Place to Work for its employees worldwide has made Jorge the industry leader it is today. Headquartered in Arlington, Va., Jorge features offices in Patuxent River, Md., Beltsville, Md., Tampa, Fl., and Warner Robins, Ga. Jorge personnel deliver complete C4ISR solutions including engineering, intelligence surveillance and reconnaissance (ISR), logistics, information technology, program management, financial management, irregular warfare, strategic communications and other services throughout the United States and abroad.

KippsDeSanto & Co. Advises EchoStorm on Its Sale to ITT Corporation

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, EchoStorm Worldwide, LLC (“EchoStorm”), by ITT Corporation (“ITT”). ITT acquired EchoStorm to expand its Intelligence, Surveillance, and Reconnaissance (“ISR”) capabilities with a leading product suite of Full Motion Video (“FMV”) technologies in support of Unmanned Aerial Vehicle (“UAV”) initiatives. The transaction closed on December 17, 2010.

Headquartered in Suffolk, Virginia, EchoStorm is a leading ISR solution provider of net-centric, FMV management products that complement many key UAV platforms. The Company’s software technologies, including the flagship adLib product, provide web-based, standards-compliant solutions for capturing, processing, storing, and disseminating FMV from manned and unmanned vehicles and ground-based sensors. Moreover, EchoStorm products deliver multifaceted ISR functions to enable analysts to seamlessly search for, organize, annotate, and exploit an array of different sensor video data through a format-agnostic, fully-interoperable medium. EchoStorm’s proprietary product suite supports mission critical analysis functions across a diverse group of end users making sense of data collected from manned and unmanned platforms.

We believe this transaction demonstrates several key trends in the defense M&A environment:

  • Robust growth trends continuing across the global ISR market, with a specific focus on capabilities enhancing the efficacy of UAV assets.
  • Buyers looking to acquire proprietary technology and intellectual property to complement and expand upon existing solutions.
  • Military and intelligence users demanding advanced solutions to manage the rapid ingest of video data, which widely outstrips current processing capabilities.
  • Value of strong relationships with well-funded customers in priority budget areas.

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.

KippsDeSanto & Co., member FINRA/SIPC, is not affiliated with other companies mentioned herein

 

PRESS RELEASE

ITT Completes Acquisition of EchoStorm Worldwide’s Business Operations

ROCHESTER, N.Y., December 17, 2010 — ITT Corporation (NYSE: ITT) has completed the previously announced acquisition of the business operations of EchoStorm Worldwide. Terms of the acquisition were not disclosed.

EchoStorm, founded in 2003, provides a suite of secure, net-centric commercial products that enables users to capture, manage, and disseminate full-motion video in near real time as well as address the common issues involved with system interoperability and bandwidth.

“Today’s full motion video users are drowning in data, and need effective software to manage, share and analyze that information,” said Bruce Wald, vice president of ITT’s Night Vision & Imaging business. “EchoStorm’s proven solutions for full-motion video give operators easy, fast and cost-effective access to critical video and data in real-time, thereby reducing lengthy analysis and putting actionable intelligence in the hands of end users more rapidly.”

EchoStorm’s business operations will be integrated into ITT Geospatial Systems’ Night Vision & Imaging business area, where EchoStorm’s operationally proven software technology products including adLIB, Convene, FunnelCloud, and MDAR/RADAR, will become key additions to the Geospatial Information Solutions business.

ITT Geospatial Systems, headquartered in Rochester, N.Y., is a global supplier of innovative night vision, remote sensing and navigation solutions that provide sight and situational awareness at the space, airborne, ground and soldier levels. ITT Geospatial Systems’ solutions range from image and data capture to processing and dissemination. Key applications include image intensification and thermal imaging; advanced power supplies; multi-spectral image systems; weather and climate monitoring; space science; intelligence, surveillance and reconnaissance; GPS-based positioning, navigation and timing systems; and image exploitation software. Using our technologies, customers can move beyond mere image acquisition to image interchange and true knowledge sharing. www.geospatial.itt.com

About ITT Corporation
ITT Corporation is a high-technology engineering and manufacturing company operating on all seven continents in three vital markets: water and fluids management, global defense and security, and motion and flow control. With a heritage of innovation, ITT partners with its customers to deliver extraordinary solutions that create more livable environments, provide protection and safety and connect our world. Headquartered in White Plains, N.Y., the company reported 2009 revenue of $10.9 billion. www.itt.com

Safe Harbor Statement
Certain material presented herein includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements that describe the Company’s business strategy, outlook, objectives, plans, intentions or goals, and any discussion of future operating or financial performance. Whenever used, words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target” and other terms of similar meaning are intended to identify such forward-looking statements. Forward-looking statements are uncertain and to some extent unpredictable, and involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such forward-looking statements. Factors that could cause results to differ materially from those anticipated include: Economic, political and social conditions in the countries in which we conduct our businesses; Changes in U.S. or international government defense budgets; Decline in consumer spending; Sales and revenue mix and pricing levels; Availability of adequate labor, commodities, supplies and raw materials; Interest and foreign currency exchange rate fluctuations and changes in local government regulations; Competition, industry capacity and production rates; Ability of third parties, including our commercial partners, counterparties, financial institutions and insurers, to comply with their commitments to us; Our ability to borrow or to refinance our existing indebtedness and availability of liquidity sufficient to meet our needs; Changes in the value of goodwill or intangible assets; Our ability to achieve stated synergies or cost savings from acquisitions or divestitures; The number of personal injury claims filed against the company or the degree of liability; Uncertainties with respect to our estimation of asbestos liability exposures, third party recoveries, and net cash flow; Our ability to effect restructuring and cost reduction programs and realize savings from such actions; Government regulations and compliance therewith, including compliance with and costs associated with new Dodd-Frank legislation; Changes in technology; Intellectual property matters; Governmental investigations; Potential future employee benefit plan contributions and other employment and pension matters; Contingencies related to actual or alleged environmental contamination, claims and concerns; Changes in generally accepted accounting principles; Other factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and our other filings with the Securities and Exchange Commission.

The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Press Contact:
Steve Brecken
tel +1 540 525 5660
steve.brecken@itt.com

Investor Contact:
Thomas Scalera
tel +1 914 641 2030
thomas.scalera@itt.com

Comframe

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KippsDeSanto & Co. Advises CenTauri Solutions, LLC on Its Sale to Computer Sciences Corporation

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, CenTauri Solutions, LLC (“CenTauri”), by Computer Sciences Corporation (“CSC”). CSC acquired CenTauri to deepen its intelligence analysis, information system integration, and command, control, communications, computers, intelligence, surveillance, and reconnaissance (“C4ISR”) platform integration capabilities, and assume a prime position on the $6.6 billion Defense Intelligence Agency’s (“DIA”) Solutions for the Information Technology Enterprise (“SITE”) contract vehicle. The transaction closed on December 17, 2010.

Headquartered in Alexandria, Virginia, with significant operations in Tampa, Florida and Charlottesville, Virginia, CenTauri provides C4ISR solutions to key components of the Intelligence, National Security, and Homeland Security communities primarily in the areas of intelligence analysis, information systems, and technology. In addition, the Company possesses world-class technical design, engineering, and integration of select ISR systems supporting military and paramilitary missions, including a wide range of sensor systems. CenTauri is the developer and systems integrator for emerging unmanned aerial systems (“UAS”) for improvised explosive device (“IED”) detection, force protection, and other ISR missions.

We believe this transaction represents a number of key trends in government and defense technology M&A:

  • Companies poised to capitalize on attractive C4ISR and Intelligence Community market opportunities remain at the forefront of industry acquisition criteria;
  • Buyers and investors are becoming more sophisticated when evaluating Small Business contracts; however, prime positions on large, long-term contract vehicles awarded on a F&O basis (or transitionable) drive value;
  • High-growth potential is a key discriminator for buyers given the current budget environment, and;
  • Next-generation technologies, such as UAS and related ISR platforms, are highly sought after in the context of today’s threat environment and tactical Warfighter needs.

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.

KippsDeSanto & Co., member FINRA/SIPC, is not affiliated with other companies mentioned herein

 

PRESS RELEASE

CSC Acquires CenTauri Solutions
Acquisition Strengthens CSC’s Intelligence, Surveillance and Reconnaissance Systems Capabilities and Enhances Opportunities in Intelligence Community IT Services

FALLS CHURCH, Va., Dec. 20 — CSC (NYSE: CSC) today announced that it has acquired CenTauri Solutions, LLC. The company, based in Alexandria, Va., provides information technology (IT) systems and services, systems engineering and intelligence analysis, as well as intelligence, surveillance and reconnaissance (ISR) solutions that serve the national security and intelligence communities. Terms of the acquisition were not disclosed.

The acquisition will enable CSC to deliver IT services and solutions as a prime contractor through the Defense Intelligence Agency’s $6.6 billion Solutions for Information Technology Enterprises indefinite-delivery/indefinite-quantity contract. CenTauri Solutions also strengthens CSC’s systems integration capabilities in sensor integration, intelligence processing and in-theater analysis and exploitation.

“With the addition of CenTauri Solutions, CSC strengthens our capabilities in providing IT services and systems integration solutions that deliver value to the Defense Intelligence Agency and C4ISR customers,” said James W. Sheaffer, president of CSC’s North American Public Sector line of business. “We are excited to help bring to market CenTauri Solution’s innovative products in the areas of ISR, video surveillance and other disciplines.”

CenTauri Solutions’ 84 employees will be a part of CSC’s Intelligence business area, which provides IT services and solutions, systems integration and operations support to the Intelligence Community.

About CSC
CSC is a global leader in providing technology-enabled solutions and services through three primary lines of business. These include Business Solutions and Services, the Managed Services Sector and the North American Public Sector. CSC’s advanced capabilities include system design and integration, information technology and business process outsourcing, applications software development, Web and application hosting, mission support and management consulting. The company has been recognized as a leader in the industry, including being named by FORTUNE Magazine as one of the World’s Most Admired Companies for Information Technology Services (2010). Headquartered in Falls Church, Va., CSC has approximately 94,000 employees and reported revenue of $16.1 billion for the 12 months ended October 1, 2010. For more information, visit the company’s website at www.csc.com.

All statements in this press release and in all future press releases that do not directly and exclusively relate to historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent the company’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, many of which are outside the company’s control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in CSC’s Form 10-K for the fiscal year ended April 3, 2009 and any updating information in subsequent SEC filings. The company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent event or otherwise, except as required by law.