SRA International, Inc. (NYSE: SRX), a leading provider of
technology and strategic consulting services and solutions to
government organizations, today announced the completion of its
acquisition by an affiliate of Providence Equity Partners in an
all-cash transaction.
As previously announced, the transaction was approved by SRA
shareholders at a special meeting of shareholders held July 15,
2011. Pursuant to terms of the merger agreement, SRA shareholders
will receive $31.25 per share in cash. With the consummation of the
transaction, SRA common stock will be delisted from the New York
Stock Exchange.
Dr. Ernst Volgenau, SRA Founder and Chairman, said, “We believe
that Providence Equity will be an excellent partner. Their values
and culture are consistent with our longstanding ethic of honesty
and service. SRA has a bright future.”
Julie Richardson, a Managing Director at Providence, said, “We
look forward to partnering with Ernst and the entire SRA team to
help SRA achieve its tremendous potential as a leading innovator in
the national security, civil government, health and intelligence
sectors.”
SRA will remain headquartered in Fairfax, Va., and maintain its
offices around the world. SRA Founder and Chairman Dr. Ernst
Volgenau will continue to serve as Chairman of the SRA Board.
Holders of certificated shares of SRA common stock will receive
a letter of transmittal and instructions on how to surrender their
shares of SRA common stock in exchange for the merger consideration
and should wait to receive the letter of transmittal and
instructions before surrendering their shares. Shareholders of
uncertificated shares of SRA common stock (i.e., holders whose
shares are held in book entry form) will automatically receive
their cash consideration as soon as possible after the effective
closing date of the merger without any further action required on
the part of such holders.
Houlihan Lokey acted as financial advisor and Kirkland &
Ellis LLP acted as legal advisor to the Special Committee of SRA’s
Board of Directors in connection with the transaction. The Avascent
Group acted as strategic diligence advisor, Citigroup Global
Markets Inc., BofA Merrill Lynch and Goldman Sachs acted as
financial advisors and Debevoise & Plimpton LLP served as legal
counsel to Providence in connection with the transaction.
About SRA International, Inc.
SRA is dedicated to solving complex problems of global
significance for government organizations serving the national
security, civil government, health, and intelligence and space
markets. Founded in 1978, the company has expertise in such areas
as cyber security; disaster response planning; enterprise resource
planning; environmental strategies; energy systems and
sustainability; IT systems, infrastructure and managed services;
learning technologies; logistics; public health preparedness;
public safety; strategic management consulting; and systems
engineering.
SRA employs 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 services and education companies around the world. The
principals of Providence manage funds with over $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, 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 report about future expectations, plans,
and prospects for SRA International, Inc. (the “Company”),
including 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) reduced spending levels and changing budget
priorities of the Company’s largest customer, the United States
federal government, which accounts for more than 90% of the
Company’s revenue; (ii) 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; (iii) 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; (iv) 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; (v)
inability or failure to adequately protect the Company’s
proprietary information or intellectual property rights or
violation of third party intellectual rights; (vi) potential for
significant economic or personal liabilities resulting from
failures, errors, delays or defects associated with products,
services and systems the Company supplies; (vii) adverse changes in
federal government practices; (viii) appropriation uncertainties;
(ix) 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; (x) failure of the customer to fund a contract or
exercise options to extend contacts, or the Company’s inability to
successfully execute awarded contracts; (xi) 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; (xii)
difficulties accurately estimating contract costs and contract
performance requirements; (xiii) challenges in attracting and
retaining key personnel or high-quality employees, particularly
those with security clearances; (xiv) failure to manage
acquisitions or divestures successfully (including identifying and
valuating acquisitions targets, integrating acquired companies),
losses associated with divestures or the Company’s inability to
effect divestitures at attractive prices and on desired timelines;
(xv) inadequate insurance coverage; (xvi) pending litigation and
any resulting sanctions, including but not limited to penalties,
compensatory damages or suspension or debarment from future
government contracting and (xvii) the effect of the announcement of
the Merger on the Company’s business relationships, operating
results and business generally.
Actual results may differ materially from those indicated by
such forward-looking statements. In addition, the forward-looking
statements included in this report represent the Company’s views as
the date of this report. The Company anticipates that subsequent
events and developments will cause the Company’s views to change.
However, while the Company may elect to update these
forward-looking statements at some point in the future, the Company
specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing the Company’s views as of any date subsequent to date
of this report.
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