NCI, Inc. (NASDAQ:NCIT) (“NCI” or the “Company”), a leading
provider of information technology (IT) and professional services
and solutions to U.S. Federal Government agencies, announced today
that it has signed a definitive agreement to be acquired by private
funds managed by an affiliate of H.I.G. Capital, LLC (“H.I.G.”), a
leading global private equity investment firm, in an all-cash
transaction valued at approximately $283 million.
Under the terms of the definitive agreement, H.I.G. will
commence a tender offer no later than July 17, 2017, to acquire all
outstanding shares of NCI’s Class A and Class B common stock for
$20.00 per share in cash. NCI’s board of directors has unanimously
approved the transaction. Concurrently with the execution of the
merger agreement, the chairman of the board of NCI, Charles Narang,
in his capacity as a stockholder of the Company, entered into a
tender and support agreement pursuant to which he will, subject to
certain exceptions, tender all of his shares of NCI common stock in
favor of the offer.
“On behalf of NCI, I am pleased to announce this agreement today
and excited by the prospect of what it means for our customers and
employees,” said Paul A. Dillahay, president and CEO. “This
partnership with H.I.G. Capital will offer NCI an opportunity to
accelerate our growth strategy; enhance our delivery of premier
solutions to our customers, including the use of artificial
intelligence and agile software development to increase the speed,
productivity and capability of their missions; and create new
opportunities for our employees.”
“We are excited to partner with Paul Dillahay and the entire NCI
workforce,” said Rick Rosen, an executive managing director at
H.I.G. “We believe NCI is well positioned to continue to deliver
differentiated technology solutions to its federal government
customers, including the men and women of our armed forces, and we
look forward to working with the NCI management team through the
next stage of the Company’s growth.”
The closing of the tender offer will be subject to certain
conditions, including the tender of shares of NCI common stock
representing at least a majority of the voting power of the shares
of Class A and Class B common stock outstanding on a fully-diluted
basis (assuming that the shares of Class B common stock will
convert to Class A common stock upon consummation of the tender
offer, the exercise of all options and the vesting of all
restricted stock awards), the expiration of the waiting period
under any applicable antitrust laws and other customary conditions.
Upon the completion of the tender offer, H.I.G. will acquire all
remaining shares through a second step merger without the need for
a stockholder vote under Delaware law. The closing of the
transaction is not contingent on financing. The parties currently
expect the transaction to close in the third quarter of 2017. Upon
the completion of the proposed transaction, NCI will become a
privately held company.
Wells Fargo Securities, LLC and Stifel, Nicolaus &
Company, Incorporated are serving as financial advisors to NCI.
Paul Hastings LLP is acting as NCI’s legal advisor. Teneo Capital
is acting as H.I.G.’s financial advisor. Kirkland & Ellis LLP
is acting as H.I.G.’s legal advisor.
Additional Information and Where to Find It
The tender offer described in this press release (the “Offer”)
has not yet commenced. This press release is neither an offer to
purchase nor a solicitation of an offer to sell any shares of NCI
common stock or any other securities of NCI. Cloud Intermediate
Holdings, LLC and Cloud Merger Sub, Inc., each of whom are
affiliates of H.I.G. Capital, LLC, will file a tender offer
statement on Schedule TO (“Schedule TO”) with the SEC, and the
Company will file a solicitation/recommendation statement on
Schedule 14D-9 (“Schedule 14D-9”), each with respect to the planned
Offer described in this press release. Any offers to purchase or
solicitations of offers to sell will be made only pursuant to such
statements. Investors and security holders are urged to read,
carefully and in their entirety, both the Schedule TO and the
Schedule 14D-9 regarding the Offer, each as may be amended from
time to time, and any other documents relating to the Offer that
are filed with the SEC, when they become available because they
will contain important information relevant to making any decision
regarding tendering shares. Such materials, when prepared and ready
for release, will be made available to the Company’s stockholders
at no expense to them. In addition, at such time such materials
(and all other offer documents filed with the SEC) will be
available at no charge on the SEC’s website at www.sec.gov and also
may be obtained by directing a request to the Company’s Investor
Relations department at (703) 707-6900.
Forward-Looking Statements
This press release contains forward-looking statements related
to NCI, Inc., including statements about the proposed acquisition
of NCI by affiliates of H.I.G., the satisfaction of certain closing
conditions with respect to the Offer, obtaining of regulatory
approvals necessary to complete the Offer and the Merger, the
anticipated timing of the Offer and the Merger, and other
statements that are not purely statements of historical fact. These
forward-looking statements are made on the basis of the current
beliefs, expectations and assumptions of the management of the
Company and are subject to significant risks and uncertainty.
Investors are cautioned not to place undue reliance on any such
forward-looking statements. All such forward-looking statements
speak only as of the date they are made, and the Company undertakes
no obligation to update or revise these statements, whether as a
result of new information, future events or otherwise. Factors that
could cause actual results to differ materially from the
forward-looking statements contained herein include, but are not
limited to, potential adverse reactions or changes to business
relationships resulting from the announcement of the proposed
acquisition of the Company; unexpected costs, charges or expenses
resulting from the proposed acquisition of the Company; litigation
or adverse judgments relating to the proposed acquisition of the
Company; risks relating to the consummation of the proposed
acquisition of the Company, including the risk that the closing
conditions to the Offer or the proposed Merger will not be
satisfied; any difficulties associated with requests or directions
from governmental authorities resulting from their reviews of the
transaction; the possibility that competing offers will be made;
and any changes in general economic and/or industry-specific
conditions. Additional factors that could cause actual results to
differ materially from those described in the forward-looking
statements are set forth in the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2016, which was filed
with the SEC on March 31, 2017, under the heading “Item 1A—Risk
Factors” and in subsequent reports on Forms 10-Q and 8-K and other
filings made with the SEC by the Company.
Participants in Solicitation
The Company and its directors and executive officers may be
deemed to be “participants” in any solicitation of the Company’s
stockholders in connection with the proposed transactions
contemplated by the definitive agreement. Information regarding the
Company’s directors and executive officers is available in the
Company’s definitive proxy statement on Schedule 14A for its 2017
Annual Meeting of Stockholders, as filed with the SEC on May 1,
2017, and will be available in the Company’s Schedule 14D-9.
Investors may obtain additional information regarding the interest
of such participants by reading the Schedule TO and Schedule 14D-9
when they become available.
About NCI, Inc.:
NCI is a leading provider of enterprise solutions and services
to U.S. defense, intelligence, health and civilian government
agencies. The company has the expertise and proven track record to
solve its customers’ most important and complex mission challenges
through technology and innovation. NCI’s team of highly skilled
professionals focuses on delivering cost-effective solutions and
services in the areas of agile development and lean software
O&M cybersecurity and information assurance; engineering and
logistics; big data and data analytics; IT infrastructure
optimization and service management; and health and program
integrity. Headquartered in Reston, Virginia, NCI has approximately
2,000 employees operating at more than 100 locations worldwide. For
more information, visit www.nciinc.com or email
investor@nciinc.com.
About H.I.G.:
H.I.G. is a leading global private equity and
alternative assets investment firm with over $21 billion of equity
capital under management. Based in Miami, and with offices in New
York, Boston, Chicago, Dallas, Los Angeles, San Francisco and
Atlanta in the U.S., as well as international affiliate offices in
London, Hamburg, Madrid, Milan, Paris, Bogotá, Rio de Janeiro and
Mexico City, H.I.G. specializes in providing both debt and equity
capital to small and mid-sized companies, utilizing a flexible and
operationally focused/ value-added approach. For more information,
please refer to the H.I.G. website at www.higcapital.com.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170703005088/en/
NCI, Inc.IRLawrence Delaney, Jr., 714-734-5142Investor
Relations AdvisororMediaJoelle Shreves, 703-707-6904Vice
President, Marketing & Corporate Communications
Nci, Inc. (MM) (NASDAQ:NCIT)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Nci, Inc. (MM) (NASDAQ:NCIT)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
