SAN DIEGO -- WFI (Nasdaq: WFII), a global leader in the design, deployment, and management of wireless communication networks, information technology solutions and security systems, announced today that is has entered into a definitive agreement to acquire Madison Research Corporation (MRC), a privately-held technical solutions and services company focused on advanced telecommunications programs, software and IT solutions, product solutions and space programs. The acquisition of MRC significantly advances WFI's customer footprint within the U.S. Department of Defense with key customers including the U.S. Army, U.S. Air Force and NASA. MRC is headquartered in Huntsville, Alabama, and has approximately 375 personnel located in 15 states who support over 85 contracts and tasks for 15 U.S. government customers and 10 foreign nations.

"WFI's acquisition of Madison Research is extremely significant and strategic for the Company," said Eric DeMarco, president and CEO of WFI. "As we have discussed previously, a key strategy for WFI is to grow our government business as quickly and selectively as practical to add continued stability and more predictable long-term revenue for the overall business. MRC is a particularly ideal fit for WFI because of its very deep relationships across a number of military agencies and because of its existing, high-value contract vehicles.

"Additionally, as we have discussed in the past, with the large backlog, and stable and predictable cash flows that federal information technology business brings, we are very comfortable taking on some leverage to execute our WGS acquisition strategy. Furthermore, our ability to obtain a financing commitment from KeyBanc for this transaction is a positive endorsement of our business model, of the synergy of the two companies, and WFI's business plan."

The transaction announced today is valued at approximately $69 million, subject to certain post-closing adjustments, and is immediately accretive in the first year after closing. WFI will pay the purchase price with a combination of cash on hand and cash provided under a credit facility to be provided by KeyBanc. The transaction is subject to customary closing conditions, including expiration of waiting periods under applicable antitrust regulations, and is expected to close by the end of the third quarter.

Wireless Facilities Inc. (Nasdaq: WFII)