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KEYW to Acquire Sycamore US

/ Source: GlobeNewswire

HANOVER, Md., Nov. 2, 2010 (GLOBE NEWSWIRE) -- KEYW Corporation (Nasdaq:KEYW) is pleased to announce that it has reached an agreement in principle to acquire Sycamore US ( ), a distinguished, privately held provider of cyber solutions to the U.S. Intelligence Community (IC). The boards of directors of both companies have approved the transaction, which is expected to close in November 2010, subject to final approval by Sycamore's stockholders and the completion and execution of definitive transaction documentation. 

Sycamore was founded in 1996 and is headquartered in Frederick, MD. They offer a broad range of cyber solutions and support including aerospace software engineering, cybersecurity, independent verification and validation, systems engineering, and risk management. Sycamore has generated $16.5 million in revenue in the first nine months of 2010 (unaudited), and is projected to deliver 2011 revenue in the range of $25-28 million. The Company has consistently delivered profitability in line with our previous acquisitions. They have approximately 156 employees, of whom approximately 133 have security clearances, primarily at the highest level of TS/SCI. 

"Sycamore will be our 8th acquisition since the founding of KEYW in August 2008, and our first acquisition since becoming a public company on October 1, 2010," according to Leonard Moodispaw, CEO and President of KEYW Corporation. "Sycamore is an excellent strategic and cultural fit for the cybersuperiority solutions platform that we are building. This acquisition further expands our revenue and contract base with additional key members of the IC, as well as increasing our support with our largest customer. The Sycamore team shares our commitment to providing agility, leadership and innovation to national priority programs for defense and related customers." 

Under the terms of the agreement, KEYW will purchase all of the outstanding capital stock of Sycamore for $27 million in cash and 87,500 shares of KEYW Common Stock (exclusive of accounting and attorney fees and customary closing costs and adjustments). These shares will be subject to a 180 day lock-up, from the day of the closing of the acquisition, as well as registration rights, in the event that KEYW files any additional stock registrations within the subsequent 6 months from closing. KEYW expects that the acquisition will be accretive, subject to a final purchase price accounting analysis. 

About KEYW: KEYW provides agile cyber superiority and cybersecurity solutions, primarily for U.S. Government intelligence and defense customers. We create our solutions by combining our services and expertise with hardware, software, and proprietary technology to meet our customers' requirements. For more information contact KEYW Corporation, 1334 Ashton Road, Hanover, Maryland 21076; Phone 443-270-5300; Fax 443-270-5301; E-mail, or on the Web at

Forward-Looking Statements: Statements made in this press release that are not historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include but are not limited to statements about our future expectations, plans and prospects, and other statements containing the words "estimates," "believes," "anticipates," "plans," "expects," "will," "potential," and similar expressions. Our actual results, performance or achievements or industry results may differ materially from those expressed or implied in these forward-looking statements. These statements involve numerous risks and uncertainties, including but not limited to those risk factors set forth in our prospectus, dated September 30, 2010 and filed with the Securities and Exchange Commission (SEC) on October 1, 2010 pursuant to Rule 424(b)(4) under the Securities Act of 1933, and other filings that we make with the SEC from time to time. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements. KEYW is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

CONTACT: KEYW Corp. Ed Jaehne, Chief Strategy Officer 443-270-5300