L-3 to acquire The Titan Corporation

June 9, 2005
JUNE 9--L-3 Communications (New York, NY) has signed a definitive agreement to acquire The Titan Corporation (San Diego, CA).

JUNE 9--L-3 Communications (New York, NY) has signed a definitive agreement to acquire The Titan Corporation (San Diego, CA) under which Titan's shareholders would receive $23.10 in cash per share of Titan common stock. The total transaction value on the completion date of the acquisition is expected to be approximately $2.65 billion, including assumed debt. Titan's board of directors is unanimously recommending that Titan's shareholders approve the transaction.

Titan is a provider of comprehensive national-security solutions including information and communications systems solutions and services to the US Department of Defense, intelligence agencies, the Department of Homeland Security, and other United States federal government customers. Titan offers services, systems, and products for command, control, communications, intelligence, surveillance and reconnaissance (C3ISR), enterprise information technology and homeland security programs. Titan has approximately 12,000 employees, including more than 9000 personnel with US government security clearances.

The transaction is expected to close in the second half of 2005, pending the satisfaction of certain closing conditions, including a majority of Titan's shareholders voting in favor of the transaction, the execution and court filing of definitive settlements of certain lawsuits, and customary regulatory approvals. The acquisition is expected to add approximately $2.7 billion of sales and $0.25 of diluted earnings per share to L-3's results of operations for the year ending December 31, 2006.

"Titan has meaningful synergies with L-3's existing businesses, which should lead to growth opportunities in major areas," said Frank C. Lanza, chairman and chief executive officer of L-3 Communications. Those areas include C3ISR, naval warfare in both air and surface, technical services and network communications. Titan's capabilities will also broaden and enhance L-3's DHS participation in infrastructure protection and analysis of weapons of mass destruction and expand L-3's operational analysis and simulation offerings. "Titan will enable L-3 to penetrate new customer areas, as well as expand on existing ones," said Lanza.

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