Analysis & Technology, Inc. to be Acquired by Anteon Corporation.NORTH STONINGTON, CT--(BUSINESS WIRE)--March 8, 1999--Analysis & Technology, Inc. (Nasdaq: AATI AATI Austin Area Translators and Interpreters Association AATI Asociación Argentina de Traductores e Intérpretes ), and Anteon Corporation announced today that they have entered into a definitive merger agreement under which Anteon will acquire all of the outstanding shares of Analysis & Technology for $26.00 a share and Analysis & Technology will become a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Anteon. Anteon Corporation, based in Fairfax, Virginia Fairfax is an independent city forming an enclave within the confines of Fairfax County, in the Commonwealth of Virginia. Although politically independent of the surrounding county, the City of Fairfax is nevertheless its county seatGR6. , is a privately held corporation Noun 1. privately held corporation - a corporation owned by a few people; shares have no public market close corporation, closed corporation, private corporation that provides information technology, systems engineering and technology solutions to customers throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and internationally. Analysis & Technology is a leading developer of engineering technologies and Web-based training solutions. The transaction is conditioned on the approval of the holders of two-thirds of Analysis & Technology's common stock as well as on customary regulatory approvals and other closing conditions. Anteon has arranged for financing necessary for completion of the transaction from CS First Boston and from Anteon's majority shareholder, Caxton-Iseman Capital, Inc., a New York-based investment firm. Analysis & Technology has approximately four million shares outstanding on a fully diluted basis. The merger is expected to close by June 30, 1999. Gary P. Bennett, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Analysis & Technology said, "I'm delighted to announce this transaction with Anteon. This action will substantially increase the capability base with which we serve Analysis & Technology's customers. It will also enable us to accelerate our growth plans and provide employees with additional opportunities to enhance their talents and growth potential." Joseph M. Kampf, President and CEO of Anteon said, "The acquisition of Analysis & Technology is a major milestone in our corporate strategy of building a multi-million dollar company offering complete technology-based solutions to our customers. The synergy and compatibility of our corporate cultures is impressive. Like Anteon, Analysis & Technology is a solutions-oriented company with a well-deserved reputation for innovation and superior client satisfaction." CS First Boston acted as financial advisor to Anteon Corporation. Quarterdeck (Quarterdeck Corporation, Marina del Rey, CA) A pioneering software company, founded in 1983, that offered a variety of utilities, diagnostics, connectivity and Internet products for the PC and Macintosh. Investment Partners is financial advisor to Analysis & Technology. Analysis & Technology, Inc. creates technology-based solutions through engineering and information technologies. Its subsidiary, Interactive Media Corp., creates technology and Web-based training using leading-edge multimedia technologies. Anteon Corporation provides information technology, systems engineering, and technology management solutions to over 400 clients located throughout the United States and internationally. Information in this news release includes statements that are forward-looking as defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Additional information and discussion concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained in Analysis & Technology, Inc.'s fiscal year 1998 Annual Report to Shareholders, and in the Company's Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. Annual Report. Copies of these documents may be obtained at no charge by calling Elaine Beckwith, Investor Relations Investor relations The process by which the corporation communicates with its investors. Manager, at 860-599-3910, extension 2630. |
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