Mergers & acquisitions

WFI Closes Madison Buy

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 it has completed the previously announced acquisition of Madison Research Corporation (MRC) in a cash transaction using a combination of company funds and funds provided under a credit facility from KeyBanc Capital Markets (NYSE: KEY). The actual purchase price was $69 million, subject to certain post closing adjustments. WFI has successfully secured a new and expanded credit facility of $85 million in conjunction with this acquisition. This credit facility will replace the current credit facility of $15 million and will be used to fund the MRC acquisition and future acquisitions.

"This acquisition is a major strategic milestone for our Government business as we seek to extend our footprint within various branches of the DoD and expand our portfolio of strategic contract vehicles," said Eric DeMarco, president and CEO of WFI. "Through this acquisition, we are adding highly skilled engineers and technical professionals with particular expertise in the areas of weapons systems lifecycle support, integrated logistics, test and evaluation and software development for the Army, Air Force and NASA. With MRC's deep technology expertise, strong and established relationships and existing high-value contract vehicles, we are building terrific momentum in the federal government space. Over the past two months, we have completed detailed integration planning and we look forward to a rapid transition to the combined company."

"Having MRC as part of our company is especially advantageous to WFI," commented Robin Mickle, president of WFI's Government Services Division. "The talented people of MRC will play a strategic role in helping WFI further evolve its leadership position in engineering services and IT support services for the DoD and other customers. Additionally, with the BRAC initiative bringing new opportunities to the Huntsville area, MRC will provide WFI with significant capabilities in this attractive marketplace."

MRC will become an operating sector within WFI's Government Services Division, and sector management will remain in its current location of Huntsville, Alabama. Sam Liberatore, formerly the Chief Operating Officer of MRC, will provide ongoing leadership of the newly-formed sector. Madison Research was founded by John Stallworth, a former professional football player and NFL Hall of Famer. Over the next several months, Mr. Stallworth will transition out of MRC to pursue philanthropic interests, and he will not continue in any management or advisory role with the newly-acquired entity.

"I am pleased to see the company we have built move into the next stage of growth and opportunity," said John Stallworth, former president and CEO of Madison Research. "Over MRC's 20 year history, we have assembled an impressive team of engineers, technical experts and IT professionals and we have cultivated some outstanding customer relationships. By joining now with WFI, MRC enters into the 'next phase' of its business expansion with a leading network and engineering company extremely well-positioned with the DoD. In bringing the acquisition to a close, I am confident that WFI is the right home for MRC and its people. While I am looking forward to my new challenges, I want to thank my friends and colleagues at MRC and the Huntsville community for their support, and I will continue to watch your continued success as part of WFI."

Wireless Facilities Inc. (Nasdaq: WFII)

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