Lockheed Martin to acquire Sytex Group

BETHESDA, Md., 18 February 2005. Lockheed Martin Corp. has entered into a definitive agreement to acquire The SYTEX Group, Inc. (TSGI).

BETHESDA, Md., 18 February 2005. Lockheed Martin Corp. has entered into a definitive agreement to acquire The SYTEX Group, Inc. (TSGI).

TSGI, based in Doylestown, Pa., provides information technology solutions and technical support services to the U.S. Department of Defense and other federal agencies. Lockheed Martin has agreed to pay net consideration of $462 million after taking into consideration $13 million of net cash being acquired. The transaction is expected to be immediately accretive to earnings per share.

TSGI, through its three operating divisions, is focused on technology engineering and systems integration; command & control, communications, computers and intelligence (C4I); information operations/information warfare; network security solutions; security assistance and training; and integrated logistics and business management systems. The acquisition will strengthen Lockheed Martin's capabilities in information technology and technical services and expand its range of federal information technology customers.

Approximately 85 percent of TSGI's current revenue is generated from Department of Defense and intelligence community customers with the remainder predominately from other U.S. government agencies. TSGI revenue was approximately $425 million in 2004, nearly 50% above its 2003 results.

"The acquisition of TSGI is another step forward in value creation through our strategy of disciplined growth and strategic cash deployment," said Bob Stevens, Lockheed Martin's president and CEO. "TSGI's talented employees and expertise in the areas of information technology and technical services will enable Lockheed Martin to provide expanded core capabilities to a wider group of customers."

"This transaction represents a tremendous opportunity for the employees and customers of The Sytex Group," said Syd Martin, TSGI CEO and founder. "We are a great company, with exceptional employees. TSGI will become an essential part of an expanded Lockheed Martin information technology services capability. Our clients will have access to dramatically expanded capabilities, while our employees will have greater professional opportunities. This is truly a win-win combination."

The transaction is subject to government approvals, including a review under the Hart-Scott-Rodino Antitrust Improvements Act and satisfaction of other closing conditions. It is expected that the transaction will close in early 2005.

Founded in 1988, TSGI employs more than 3,000 people in the United States and overseas. Lockheed Martin Information Technology, based in Seabrook, Md., will manage the TSGI business.

Headquartered in Bethesda, Md., Lockheed Martin employs about 130,000 people worldwide and is principally engaged in the research, design, development, manufacture and integration of advanced technology systems, products and services. The corporation reported 2004 sales of $35.5 billion. For more information, see www.lockheedmartin.com.

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