Northrop Grumman Agrees to Acquire Integic Corp.
LOS ANGELES, Feb. 18, 2005 -- Northrop Grumman Corporation (NYSE:NOC) has announced a definitive agreement to acquire privately held Integic Corporation, a Chantilly, Va.-based information technology provider specializing in enterprise health and business process management solutions.
Integic, which generated 2004 revenue of $161 million, will become part of the Federal Enterprise Solutions business unit of Northrop Grumman's Information Technology sector.
The transaction is expected to be neutral in 2005 and accretive in 2006 to Northrop Grumman's earnings per share from continuing operations. Terms of the transaction were not disclosed.
"Integic complements our current government information technology business, and we expect this combination to further increase our growth opportunities," said Jim O'Neill, corporate vice president and president, Northrop Grumman Information Technology. "Integic's technology will allow us to strengthen and broaden our offerings in enterprise health IT systems, human resources systems and business process management solutions. We will also be able to expand upon the many other business process management solutions that are built on Integic's e.Power(r) software for government and commercial customers."
This transaction is subject to customary regulatory approvals and is expected to close in March or April 2005. Citigroup Global Markets Inc. served as Northrop Grumman's financial advisor on the transaction.
Northrop Grumman Corporation is a global defense company headquartered in Los Angeles, Calif. Northrop Grumman provides a broad array of technologically advanced, innovative products, services and solutions in systems integration, defense electronics, information technology, advanced aircraft, shipbuilding, and space technology. The company has more than 125,000 employees and operates in all 50 states and 25 countries and serves U.S. and international military, government and commercial customers.
Certain statements and assumptions in this report on Form 10-Q contain or are based on "forward-looking" information (that Northrop Grumman believes to be within the definition in the Private Securities Litigation Reform Act of 1995) and involve risks and uncertainties, and include, among others, statements in the future tense, and all statements accompanied by terms such as "project," "expect," "estimate," "assume," "guidance" or variations thereof. This information reflects the company's best estimates when made, but the company expressly disclaims any duty to update this information if new data becomes available or estimates change after the date of this report.
Such "forward-looking" information includes, among other things, projected deliveries, expected funding for various programs, future effective income tax rates, financial guidance regarding sales, segment operating margin, pension expense, employer contributions under pension plans and medical and life benefits plans, and cash flow, and is subject to numerous assumptions and uncertainties, many of which are outside Northrop Grumman's control. These include Northrop Grumman's assumptions with respect to the assumption of the successful completion of the sale of the TRW Automotive note, future revenues, expected program performance and cash flows, returns on pension plan assets and variability of pension actuarial and related assumptions, the outcome of litigation and appeals, environmental remediation, divestitures of businesses, successful reduction of debt, effective tax rates and timing and amounts of tax payments, the results of any appeal process with the Internal Revenue Service, and anticipated costs of capital investments, among other things. Northrop Grumman's operations are subject to various additional risks and uncertainties resulting from its position as a supplier, either directly or as subcontractor or team member, to the U.S. Government and its agencies as well as to foreign governments and agencies; actual outcomes are dependent upon various factors, including, without limitation, Northrop Grumman's successful performance of internal plans; government customers' budgetary constraints; customer changes in short-range and long-range plans; domestic and international competition in both the defense and commercial areas; product performance; continued development and acceptance of new products and, in connection with any fixed price development programs, controlling cost growth in meeting production specifications and delivery rates; performance issues with key suppliers and subcontractors; government import and export policies; acquisition or termination of government contracts; the outcome of political and legal processes; natural disasters and terrorist acts; legal, financial, and governmental risks related to international transactions and global needs for military aircraft, military and civilian electronic systems and support, information technology, naval vessels, space systems and related technologies, as well as other economic, political and technological risks and uncertainties and other risk factors set out in Northrop Grumman's filings from time to time with the Securities and Exchange Commission, including, without limitation, Northrop Grumman reports on Form 10-K and Form 10-Q.
CONTACT: Northrop Grumman Corporation
Frank Moore (Media)
(310) 201-3335
Gaston Kent (Investors)
(310) 201-3423
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