Attached files
file | filename |
---|---|
8-K - FORM 8-K - SRA INTERNATIONAL, INC. | y92010e8vk.htm |
Exhibit 99.1
CONTACT INFORMATION: | ||
FOR IMMEDIATE RELEASE |
Sheila Blackwell Vice President, Communications & Public Affairs |
|
703.227.8345 | ||
sheila_blackwell@sra.com | ||
David Mutryn | ||
Director of Investor Relations | ||
703.502.7731 | ||
david_mutryn@sra.com |
SRA Shareholders Approve Merger Agreement with Affiliates of Providence Equity Partners
FAIRFAX, Va., July 15, 2011 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 SRAs 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 firms 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 Companys 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, SRAs 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 managements 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 Companys
business relationships, operating results and business generally; (viii) the effect of the Merger
Agreements contractual restrictions on the conduct of the Companys business prior to the
completion of the Merger; (ix) the possible adverse effect on the price of the Companys 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 Companys largest customer, the United States federal government, which accounts
for more than 95% of the Companys 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 Companys 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 Companys 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 Companys
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 Companys 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 Companys 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 Companys 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.
# # #