Serco and SI International announce expiration of waiting period under
RESTON, VA – October 17, 2008 - Serco
Group plc (Serco) and SI International
(NASDAQ: SINT), today announce that the mandatory waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, in connection with the
proposed acquisition of SI International
by Serco, has expired without the U.S. Department of Justice or the Federal
Trade Commission requesting additional information relating to the proposed
merger agreement. This satisfies a
condition to completion of the proposed acquisition.
As announced on August 27, 2008, Serco has signed a definitive
agreement to acquire SI International
and the transaction has been approved by the boards of directors of both
companies. The closing of the acquisition remains conditional upon SI International stockholders’ approval, other regulatory
approvals including Exon-Florio, and customary closing conditions. SI International’s stockholder vote to adopt the merger
agreement and approve the merger is scheduled for November 13, 2008. The proposed transaction is expected to be
completed before the end of 2008.
Serco is an international service company which combines commercial
know-how with a deep public service ethos.
We improve services by managing people, processes, technology and assets
more effectively. We advise policy
makers, design innovative solutions, integrate systems and - most of all -
deliver to the public.
Serco supports governments, agencies and companies who seek a trusted
partner with a solid track record of providing assured service excellence. Our
people offer operational, management and consulting expertise in the aerospace,
defence, education, health, home affairs, local government, science,
technology, transport and the commercial sectors. More information can be found at www.serco.com
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About Serco North America: Serco’s
North American division provides human capital management,
engineering/logistics, C4ISR, port security, transportation management and
professional services. Customers include federal, state and municipal
governments, civil agencies and commercial clients. In 2005, Serco strengthened
its presence in the substantial US federal contracting market by acquiring
(RCI), a privately held defence contracting business. Since then, our North
American business has expanded and developed new customer relationships with,
among others, The Marine Corps, The US Army Sustainment Command and the US Navy’s
SPAWAR. More information can be found at
About SI International:SI International,
a member of the Russell 2000 and S&P SmallCap 600 indices, is a provider of
information technology and network solutions (IT) primarily to the federal
International combines technology and industry expertise to provide
a full spectrum of state-of-the-practice solutions and services, from design
and development to documentation and operations, to assist clients in achieving
their missions. SI
International is ranked as the 42nd largest Federal Prime IT
Contractor by Washington Technology and has approximately 4,500 employees. More information about SI
International can be found at www.si-intl.com.
Additional information and where to find it:This communication may be deemed
to be solicitation material in respect of the proposed acquisition of SI International by Serco.
In connection with the proposed acquisition, SI
International has filed a definitive proxy statement and other
relevant documents in connection with the proposed transaction with the United
States Securities and Exchange Commission.
A definitive proxy statement has been mailed to security holders of SI International seeking approval of the transaction. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE PROXY STATEMENT AND SUCH OTHER RELEVANT MATERIALS, AS IT CONTAINS
IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of the proxy statement and any
amendments or supplements filed by SI International
at the Securities and Exchange Commission’s (SEC) web site at
http://www.sec.gov or at SI International’s
website at http://www.si-intl.com.
Investors also may obtain a free copy of the definitive proxy statement
and other documents filed with, or furnished to, the SEC from SI International by directing a written request to SI International, Inc., 12012 Sunset Hills Road, Suite 800,
Reston, VA 20190, Attention: Company Secretary.
SI International stockholders will
receive information at an appropriate time on how to obtain transaction-related
documents for free from SI International.
Nothing in this press release should be construed as a profit forecast
or be interpreted to mean that the future earnings per share of Serco will
necessarily be the same as, or greater than, the earnings per share for
completed financial periods.
This document contains ‘forward-looking statements’ with respect to the
financial condition, results of operations and business of Serco and to certain
of Serco’s plans and objectives with respect to these items.
Forward-looking statements are sometimes but not always identified by
their use of a date in the future or such words as ‘anticipates’, ‘aims’, ‘due’,
‘could’, ‘may’, ‘should’, ‘expects’, ‘believes’, ‘intends’, ‘plans’, ‘targets’,
‘goal’, or ‘estimates’. By their very
nature, forward-looking statements are inherently unpredictable,
speculative and involve risk and uncertainty because they relate to events and
depend on circumstances that may or will occur in the future.
There are various factors that could cause actual results and
developments to differ materially from those expressed or implied by these
forward-looking statements. These factors include, but are not limited to,
changes in the economies, political situations and markets in which the Group
operates; changes in government priorities due to program reviews or revisions
to strategic objectives: changes in the regulatory or competition frameworks in
which the Group operates; the impact of legal or other proceedings against or
which affect the Group; changes to or delays in programs in which the Group is
involved; the completion of acquisitions and divestitures and changes in
All written or verbal forward-looking statements, made in this document
or made subsequently, which are attributable to Serco or any other member of
the Group or persons acting on their behalf are expressly qualified in their
entirety by the factors referred to above. Serco does not intend to update
these forward-looking statements.
Safe Harbor Statement Under the Private Securities Litigation Reform
Act of 1995:
This news release may contain forward-looking statements for purposes of
the safe harbor provisions under The Private Securities Litigation Reform Act
of 1995 that are based on management’s beliefs, assumptions and current
expectations. Such statements are not
considered historical facts and are considered forward-looking statements under
the federal securities laws. Actual
results may differ materially from those indicated by these forward-looking
statements as a result of various risks and uncertainties. Such risks include,
without limitation, the risk that the transaction will not be consummated as a
result of the failure to satisfy of any of the conditions precedent, such as
the ability of SI International to obtain the
approval of SI International’s stockholders and to
obtain government approvals required for closing the transaction. As a result,
there can be no assurance that the transaction will be completed during the
expected timeframe, or at all. SI International undertakes no duty to update any
forward-looking statements to conform the statement to actual results or
changes in expectations that may arise after the date of this release. We
caution you not to place undue reliance upon any such forward-looking
SI International and its directors, executive
officers and other members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders in connection
with the proposed merger. Information
about the directors and executive officers of SI
International and their respective interests in SI
International by security holdings or otherwise is set forth in its
proxy statement relating to the 2008 annual meeting of stockholders, which was
filed with the SEC on 18 April 2008.
Investors may obtain additional information regarding the interest of
the participants by reading the proxy statement regarding the acquisition.