SRA International, Inc. (NYSE: SRX), a leading provider of
technology and strategic consulting services and solutions to
government organizations and commercial clients, today announced
that SRA shareholders, at a special meeting held earlier today,
approved the proposal to adopt the previously announced merger
agreement, dated March 31, 2011, among SRA and affiliates of
Providence Equity Partners providing for the acquisition of SRA by
an affiliate of Providence. The approval included both the
affirmative vote of the holders of (i) a majority of the
outstanding shares of common stock of SRA and (ii) a majority of
the outstanding shares of Class A common stock of SRA (excluding
shares beneficially owned, whether directly or indirectly, by Dr.
Ernst Volgenau, the chairman of the board of directors of SRA), as
required by the merger agreement.
At the special meeting of shareholders, there were 155,260,518
shares voted by proxy or in person, representing 94.7% of SRA’s
total outstanding shares as of the June 13, 2011 record date. 94.7%
of the total outstanding shares of common stock of SRA, and 81.3%
of the total outstanding shares of Class A common stock of SRA
(excluding shares beneficially owned, whether directly or
indirectly, by Dr. Volgenau), in each case, as of the record date,
were voted to approve the proposal to adopt the merger agreement,
which represented 99.9% and 99.7%, respectively, of the shares that
were voted at the special meeting.
The consummation of the acquisition of SRA by an affiliate of
Providence remains subject to the satisfaction or waiver of a
number of customary closing conditions set forth in the merger
agreement and discussed in detail in the definitive proxy statement
on Schedule 14A filed with the Securities and Exchange Commission
by SRA on June 15, 2011.
About SRA International, Inc.
SRA and its subsidiaries are dedicated to solving complex
problems of global significance for government organizations and
commercial clients serving the national security, civil government,
health, and intelligence and space markets. Founded in 1978, the
company and its subsidiaries have expertise in such areas as cyber
security; disaster response planning; enterprise resource planning;
environmental strategies; IT systems, infrastructure and managed
services; learning technologies; logistics; public health
preparedness; public safety; strategic management consulting; and
systems engineering.
SRA and its subsidiaries employ approximately 7,000 employees
serving clients from its headquarters in Fairfax, Va., and offices
around the world. For additional information on SRA, please visit
www.sra.com.
About Providence Equity Partners
Providence Equity Partners is the leading global private equity
firm specializing in equity investments in media, communications,
information and education companies around the world. The
principals of Providence manage funds with $23 billion in equity
commitments and have invested in more than 100 companies operating
in over 20 countries since the firm’s inception in 1989.
Significant existing and prior investments include Altegrity,
Archipelago Learning, Bresnan Broadband Holdings, Casema, Com Hem,
Digiturk, Education Management Corporation, eircom, Hulu,
ikaSystems Corporation, Idea Cellular, Kabel Deutschland, NexTag,
PanAmSat, ProSiebenSat.1, Recoletos, TDC, Univision, VoiceStream
Wireless, Warner Music Group, and Yankees Entertainment and Sports
Network. Providence is headquartered in Providence, RI (USA) and
has offices in New York, London, Los Angeles, Hong Kong and New
Delhi. Visit www.provequity.com for more information.
Forward-Looking Statements
Any statements in this press release about future expectations,
plans, and prospects for SRA, including statements about the
merger, and other statements containing the words “estimates,”
“believes,” “anticipates,” “plans,” “expects,” “will,” and similar
expressions, constitute forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995.
Factors or risks that could cause the Company’s actual results to
differ materially from the results the Company anticipates include,
but are not limited to: (i) the inability to complete the
acquisition (the “Merger”) by an affiliate of Providence due to the
failure (a) to satisfy other conditions to the completion of
the Merger contemplated by the Merger Agreement; or (b) to
obtain the necessary financing arrangements set forth in the debt
and equity commitment letters delivered pursuant to the Merger
Agreement; (ii) the outcome of any legal proceedings,
regulatory proceedings or enforcement matters that have been or may
be instituted against the Company and others relating to the
Merger; (iii) the occurrence of any other event, change or
circumstance that could give rise to a termination of the Merger
Agreement; (iv) the fact that, if the Merger is not
consummated due to a breach of the Merger Agreement by the
affiliates of Providence that are parties to the Merger Agreement,
SRA’s remedy may be limited to receipt of a termination fee of
$112.9 million, and if the Merger is not consummated under
certain circumstances, SRA is not entitled to receive any such
termination fee; (v) if the Merger Agreement is terminated
under specified circumstances, SRA may be required to pay an
affiliate of Providence a termination fee of up to
$47 million; (vi) the diversion of management’s attention
from ongoing business concerns due to the announcement and pendency
of the Merger; (vii) the effect of the announcement of the
Merger on the Company’s business relationships, operating results
and business generally; (viii) the effect of the Merger
Agreement’s contractual restrictions on the conduct of the
Company’s business prior to the completion of the Merger;
(ix) the possible adverse effect on the price of the Company’s
common stock if the Merger is not completed in a timely matter or
at all; (x) the amount of the costs, fees, expenses and
charges related to the Merger; (xi) reduced spending levels
and changing budget priorities of the Company’s largest customer,
the United States federal government, which accounts for more than
95% of the Company’s revenue; (xii) failure to comply with complex
laws and regulations, including but not limited to the False Claims
Act, the Federal Acquisition Regulations, the Truth in Negotiations
Act, the U.S. Government Cost Accounting Standards and the Foreign
Corrupt Practices Act; (xiii) possible delays or overturning
of the Company’s government contract awards due to bid protests,
loss of contract revenue or diminished opportunities based on the
existence of organizational conflicts of interest or failure to
perform by other companies on which the Company depends to deliver
products and services; (xiv) security threats, attacks or
other disruptions on the Company’s information infrastructure, and
failure to comply with complex network security and data privacy
legal and contractual obligations or to protect sensitive
information; (xv) inability or failure to adequately protect
the Company’s proprietary information or intellectual property
rights or violation of third party intellectual property rights;
(xvi) potential for significant economic or personal
liabilities resulting from failures, errors, delays or defects
associated with products, services and systems the Company
supplies; (xvii) adverse changes in federal government
practices; (xviii) appropriation uncertainties;
(xix) price reductions, reduced profitability or loss of
market share due to intense competition, including for U.S.
government contracts or recompetes, and commoditization of services
the Company offers; (xx) failure of the customer to fund a contract
or exercise options to extend contracts, or the Company’s inability
to successfully execute awarded contracts; (xxi) any adverse
results of audits and investigations conducted by the Defense
Contract Audit Agency or any of the Inspectors General for various
agencies with which the Company contracts, including, without
limitation, any determination that the Company’s contractor
management information systems or contractor internal control
systems are deficient; (xxii) difficulties accurately
estimating contract costs and contract performance requirements;
(xxiii) challenges in attracting and retaining key personnel
or high-quality employees, particularly those with security
clearances; (xxiv) failure to manage acquisitions or
divestitures successfully (including identifying and valuating
acquisition targets and integrating acquired companies), losses
associated with divestitures or the Company’s inability to enter
into divestitures at attractive prices and on desired timelines;
(xxv) inadequate insurance coverage; and (xxvi) pending
litigation and any resulting sanctions, including but not limited
to penalties, compensatory damages or suspension or debarment from
future government contracting.
Actual results may differ materially from those indicated by
such forward-looking statements. In addition, the forward-looking
statements included in this press release represent our views as of
July 15, 2011. We anticipate that subsequent events and
developments will cause our views to change. However, while we may
elect to update these forward-looking statements at some point in
the future, we specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing our views as of any date subsequent to July 15,
2011.
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