Cambridge Capital Acquisition Corp., a special purpose acquisition corporation (SPAC) that went public in 2013, announced that it has completed its merger with Tel Aviv, Israel-based Ability Computer & Software Industries Ltd., a provider of tactical communications intelligence solutions used by military and law enforcement agencies worldwide. Ability offers products that support lawful interception, surveillance, decryption, cyber, and geolocation solutions.
Anatoly Hurgin, CEO of Ability, stated, “This transaction elevates Ability’s profile as a NASDAQ-listed company and provides us with new capital and a public currency to facilitate our growth strategy. We expect to create long-term value for our shareholders through a number of growth initiatives.”
The deal's enterprise value is $225M payable in stock and cash. In addition, there is an earnout comprised of 8.45M shares payable based on achieving net income targets in 2015, 2016, 2017, and 2018. As part of the transaction, Cambridge changed its name to Ability Inc. and will begin trading under the ticker ABIL.
Financial advisors include EarlyBirdCapital Inc., FBR Capital Markets & Co., and I-Bankers Securities Inc. for Cambridge and Migdal Underwritiing & Business Initiatives Ltd. for Ability. Legal advisors include Graubard Miller and Semah Schneider & Partners for Cambridge, and Blank Rome LLP and Vibeke Dank Adv. for Ability.
HEICO Corp. announced that it has entered into an agreement to acquire Robertson Fuel Systems LLC from affiliates of PE firm American Securities LLC for a purchase price of $255M. The deal is subject to an HSR review and is expected to close within 60 days.
Tempe, Arizona-based Robertson is a provider of ballistically self-sealing auxillary fuel systems for military rotorcraft. The company's fuel systems are incorporated in over 50 different aircraft and ground vehicle platforms including the AH-64 Apache, CH-47 Chinook, UH-60 Black Hawk, and V-22 Osprey.
Advisors include Moelis & Company, SunTrust Securities, and Kaye Scholer LLP for Robertson and American Securities, and UBS and Akerman LLP for HEICO.
A&D-focused PE firm Enlightenment Capital announced that it has invested in Huntsville, Alabama-based Gleason Research Associates (GRA). GRA provides engineering, design, and full lifecycle support services in areas including weapons, sensors, and guidance control systems with a particular focus on the Hellfire program. The company also has capabilities in unmanned aerial systems, training, modeling & simulation, and logistics. GRA holds both GSA IT Schedule 70 and Professional Engineering Services contracts, and is a sub to SAIC on AMCOM EXPRESS.
Deal terms were not disclosed.
Cubic Corp. announced a couple of deals including the acquisition of TeraLogics LLC and the signing of a definitive agreement to acquires GATR Technologies Inc. Ashburn, Virginia-based TeraLogics provides full-motion Processing, Exploitation and Dissemination (PED) for the DoD, Intelligence Community and commercial clients. The total consideration includes an initial purchase price of $39M and contingent consideration of $9M.
Huntsville, Alabama-based GATR Technologies is a manufacturer of next-generation deployable satellite communication terminal solutions. The total consideration includes an initial purchase price of $225M and contingent consideration of $7.5M. The deal is subject to a HSR review and is expected to close in Cubic's second fiscal quarter 2016.
Bradley Feldmann, President and CEO of Cubic Corporation states: "The acquisition of TeraLogics and GATR represents powerful next steps in achieving our C4ISR growth strategy as they expand our footprint in the C4ISR and SATCOM markets."
Reuters is reporting that CACI is the leading contender for Lockheed Martin's government IT business, moving ahead of other bidders including Leidos and Engility. If true, this would make the next few months a busy time for CACI's M&A machine as it had earlier announced a $550M deal for L-3's National Security Solutions business. Both deals would make CACI one of the largest government services contractors in the US.
Lockheed's government IT business is comprised of the company's Information Systems & Global Solutions (IS&GS) segment and part of its Missile & Fire Control segment. Annual revenues for the combined business was initially estimated at around $6B but is now expected to be between $4.5B and $5B. The rumored purchase price is in the $4B range and will be in the form of a Reverse Morris Trust deal for the assets which mitigates a potentially large tax bill.
Lockheed is expected to make a final decision on what to do with the business by early 2016.
Mercury Systems Inc. announced that it has acquired Decatur, Alabama-based Lewis Innovative Technologies Inc. (LIT), a provider of engineering design services around secure processing technologies. For its military customers which include the Army, Marine Corps, Navy, Air Force, MDA, and Department of Homeland Security, LIT provides rapid development of PC-based products and integration of COTS hardware.
Mark Aslett, Mercury's President and CEO states: “Embedded systems security has become a requirement for new and emerging military programs. LIT’s security solutions significantly extend our leadership in secure embedded computing, which is a critical differentiator from our traditional competition. LIT’s solutions, combined with our next-generation secure Intel server-class product line, together with a mandate from the government to secure electronic systems for domestic and foreign military sales, position us well to capitalize on DoD program protection security requirements.”
Deal terms were not disclosed.
Reuters is reporting that Airbus Group has downselected PE firms Carlyle and KKR as the final two bidders for its defence electronic business, beating out strategic bidders including Rheinmetall, OHB, and Cinven. Airbus is selling the business which has annual revenues of approximately 2B Euros and EBITDA of 90M Euros, to focus on its civil and military aeronautical and space business. Sources close to deal said that the business could fetch up to 1B Euros. A final bidder should be selected by the end of the month.
Gentex Corporation announced that it has acquired Christiansburg, Virginia-based Aegisound LLC, a provider of hearing protection, safety and communications products. The acquisition will expand Gentex's contribution to the US F-35 Joint Strike Fighter (JSF) program by allowing it to provide hearing and communications products to JSF ground crews. Deal terms were not disclosed.
HID Global announced that its parent company ASSA ABLOY has agreed to acquire IAI Industrial Systems BV from its parent company DOCDATA NV. IAI is a provider of high-quality personalization solutions for identity documents such as passports and identity cards to governments and integrators.
Stefan Widing, President and CEO of HID Global states: "“With this acquisition, we are able to expand HID Global’s market presence in the government-to-citizen ID space and other markets as well as further extend the IAI technology as part of our commitment to provide innovative solutions that enhance customer value. Customers who are seeking greater control of the card personalization process will benefit from the options that HID Global is now uniquely positioned to deliver.”
The deal is expected to close in the fourth quarter of 2015. Deal terms were not disclosed.
M/A COM Technology Solutions Holdings Inc. (MACOM) announced that it has acquired the Aeroflex diode business from Cobham plc for $38M in cash. The acquired business, which had 2014 revenues of $37M, is a leading supplier of RF and microwave diodes including HiRel JAN-qualified products to customers in the aerospace, defense, and test and measurement markets.
John Croteau, President and CEO of MACOM states: "“We expect that Areoflex’s business will be extremely complementary to our existing product portfolio and further extend MACOM’s leading position in high-performance diodes. We believe that the transaction will provide meaningful scale advantages for our diode business, and that once their facilities are fully integrated, MACOM will be able to drive beneficial COGS efficiencies that will make the transaction accretive to MACOM’s non-GAAP operating margins and earnings per share.”
Ropes & Gray LLP was the legal advisor to MACOM and Jaeckle Fleischmann & Mugel LLP was legal advisor to Cobham.
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