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KippsDeSanto & Co. Advises WINS on its Sale to ManTech International Corporation

KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, Worldwide Information Network  Systems, Inc. (“WINS” or “the Company”), by ManTech International Corporation (“ManTech”) for $90 million.  ManTech acquired WINS to deepen its cyber security and intelligence information technology (“IT”) solutions capabilities, and assume a prime position on the $6.6 billion Defense Intelligence Agency (“DIA”) Solutions for the Information Technology Enterprise (“SITE”) contracting vehicle.  The transaction closed on November 15, 2011.

Headquartered in Seabrook, Maryland, WINS is a leading provider of cyber security, network / infrastructure engineering, and software / system development solutions, principally for the DIA and Department of State (“DoS”).  WINS directly supports ongoing intelligence and national security mission requirements in the areas of classified networks, data, and communications.  The Company’s highly cleared professionals support client missions by providing network / infrastructure development and support; ensuring the availability, integrity, and security of IT assets; developing defensive and forensic cybersecurity tools; and enhancing enterprise storage and communications systems.

We believe this transaction demonstrates several key trends in the government technology M&A environment:

  • Companies with leading cyber security capabilities and intelligence customer orientation remain at the forefront of industry acquisition criteria, especially given these segments’ favorable growth outlooks relative to the broader federal contracting market
  • Targets operating at the front-end of contracts (with significant backlog) that provide strong revenue visibility and organic growth potential are highly sought after
  • Prime positions on large, long-term contract vehicles awarded on a full and open basis (or transitionable) drive value; buyers and investors are becoming more sophisticated when evaluating small business contracts in these instances
  • Combination of sustainable competitive differentiators such as clearances, customer depth, contract vehicles, and technical expertise motivate premium pricing by strategic buyers and private equity investors

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies.  For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.  For more information on this particular transaction, please contact one of the deal team leaders below.

KippsDeSanto & Co. Deal Team Leaders

 Bob Kipps
Managing Director
703.442.1401
bkipps@kippsdesanto.com

Marc Marlin
Director
703.442.1403
mmarlin@kippsdesanto.com

KippsDeSanto & Co., member FINRA / SIPC, is not affiliated with other companies mentioned herein

PRESS RELEASE

ManTech to Acquire Worldwide Information Network Systems, Inc.

Acquisition Provides Significant Opportunities in Intelligence Community IT Services

FAIRFAX, Va., Oct 27, 2011 (BUSINESS WIRE) –

ManTech International Corporation (Nasdaq: MANT) announced today that it has signed a definitive agreement to acquire Worldwide Information Network Systems, Inc. (WINS) for $90 million in cash. WINS is a leading IT solutions provider, specializing in network and infrastructure engineering, enterprise architecture, cyber security and systems development, software development and integration, and end-user workspace management. ManTech expects the acquisition to be accretive to its earnings per share in 2012.

Headquartered in Seabrook, Maryland and founded in 2001, WINS is a privately held company providing global support and IT services to the Department of Defense, Department of State and other agencies. WINS will become a part of ManTech’s Mission, Cyber and Technology Solutions group, led by L. William Varner.

The acquisition will enable ManTech to deliver IT services through WINS’ prime position on the Defense Intelligence Agency’s (DIA) Solutions for Information Technology Enterprises (SITE) contract, an indefinite delivery/indefinite quantity contract vehicle with a $6.6 billion ceiling and period of performance through 2015.

“This acquisition is consistent with ManTech’s long-term strategy to extend our presence in the defense and intelligence markets,” said ManTech’s Chairman and Chief Executive Officer, George J. Pedersen. “The addition of WINS’ IT capabilities, prime position on the DIA SITE and other contracts will enhance our positioning with important customers and further our growth prospects.”

“We are delighted to join ManTech,” said Ulysese Jefferson, president and chief executive officer of WINS. “WINS’ unique and innovative IT capabilities will bolster ManTech’s significant industry expertise, thus allowing WINS to provide enhanced capability and services to our existing customers. Our core customers need robust IT solutions to overcome tough, complex network challenges. Alongside ManTech, customers will be able to accomplish their missions with more comprehensive offerings of IT solutions.”

The acquisition is subject to various closing conditions and approvals, including approval under the Hart-Scott-Rodino Act, and is expected to be completed in November 2011. The parties will enter into a 338(h)(10) election for tax purposes. ManTech will fund the acquisition from cash on hand.

About ManTech International Corporation

ManTech is a leading provider of innovative technologies and solutions for mission-critical national security programs for the intelligence community; the departments of Defense, State, Homeland Security, Energy, and Justice, including the Federal Bureau of Investigation; the space community; the National Oceanic and Atmospheric Administration; and other U.S. federal government customers. We provide support to critical national security programs for approximately 60 federal agencies through 1,000 current contracts. ManTech’s expertise includes command, control, communications, computers, intelligence, surveillance and reconnaissance (C4ISR) lifecycle support, cyber security, global logistics support, intelligence/counter-intelligence support, information technology modernization and sustainment, systems engineering, and test and evaluation. ManTech supports major national missions such as military readiness, terrorist threat detection, information security, and border protection. Additional information on ManTech can be found at www.mantech.com.

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