US-based professional services company Jacobs has entered into a definitive merger agreement to acquire KeyW for $11.25 per share in cash.
KeyW provides mission-critical cybersecurity and cyber superiority solutions to defence, intelligence, and national security agencies in the US.
The transaction has an $815m enterprise value, net of tax assets, including $272m of KeyW net debt. The $11.25 per share represents a 43% premium to KeyW’s closing stock price on 18 April 2019 and 12% premium to the 52-week high.
Under its aerospace, technology and nuclear (ATN) transformational strategy, Jacobs intends to deliver innovative, mission-oriented solutions for technical and high-consequence government priorities.
KeyW offers differentiated mission-focused technology and capabilities in intelligence, surveillance and reconnaissance (ISR), cyber operations and training, as well as mission-critical information technology (IT) and analytics.
Jacobs will commence a tender offer to acquire the outstanding shares of KeyW subject to customary conditions, including regulatory approvals and the valid tender of a majority of KeyW’s outstanding shares of common stock.
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After the closing of the tender offer, Jacobs will launch a second-step merger to acquire any remaining shares of KeyW that are not tendered in the offer at the same price.
Jacobs expects to fund the transaction through a combination of cash and existing credit facility. The acquisition is expected to be completed by 31 August 2019.
Jacobs chair and CEO Steve Demetriou said: “Jacobs’ global reach and proven track record executing large complex enterprise contracts provide a powerful platform to unleash KeyW’s complementary rapid technology development.
“We are positioned to further accelerate KeyW’s success in leveraging its unique technical solutions and drive value creation for shareholders and customers alike, including a multi-billion-dollar space opportunity delivering next-generation intelligence and analytics solutions.”
After completion of the transaction, KeyW will operate within Jacob’s ATN business.
Barclays is serving as financial advisor and Fried, Frank, Harris, Shriver & Jacobson as legal counsel to Jacobs.
Guggenheim Securities is serving as financial advisor and Weil, Gotshal & Manges as legal counsel to KeyW.
KeyW president and CEO Bill Weber said: “This is a winning combination that provides significant, certain and immediate cash value for KeyW’s shareholders, as well as an excellent partner for our clients and employees.”