ManTech to acquire Gray Hawk Systems

FAIRFAX, Va., 4 May 2005. ManTech International Corp. today announced that it has signed a definitive agreement to acquire Gray Hawk Systems, Inc., a profitable, fast-growing, diversified, high technology company providing a broad range of intelligence related services to the homeland security, law enforcement, intelligence community and Department of Defense.

May 5th, 2005

FAIRFAX, Va., 4 May 2005. ManTech International Corp. today announced that it has signed a definitive agreement to acquire Gray Hawk Systems, Inc., a profitable, fast-growing, diversified, high technology company providing a broad range of intelligence related services to the homeland security, law enforcement, intelligence community and Department of Defense.

Under the terms of the acquisition agreement, ManTech will acquire all of the outstanding shares of Gray Hawk Systems for $100 million in cash.

Financing for the acquisition, which is expected to be immediately accretive to ManTech's EPS, will consist of available cash and borrowings under ManTech's senior credit facility. ManTech will also make a 338 (h) 10 election (enabling a tax deduction), and it expects a greater than $25 million benefit as a result of the deduction.

Headquartered in Alexandria, Va. and founded in 1995, Gray Hawk Systems is a privately held company that had 2004 revenues of approximately $70 million and estimates 2005 revenues of approximately $90 million. More than 90 percent of the company's 500 employees are cleared, with 70 percent at higher-level clearances.

The company's core competencies are in critical infrastructure protection, counter-intelligence/counter-terrorism mission support, information processing, and warfare systems engineering. About 75 percent of their customers are in homeland security related businesses and the remaining quarter in the Department of Defense and intelligence community.

"This acquisition is consistent with ManTech's growth strategy to broaden our footprint in the high-end intelligence, homeland security and defense markets," said George J. Pedersen, chairman and CEO of ManTech. "Gray Hawk Systems is an outstanding company with a proven track record of strong growth, profitability, and excellence in customer service. The acquisition also positions us to reach the $1 billion revenue mark in the near future."

Harry M. Howton, CEO of Gray Hawk Systems, said, "Our unique capabilities involving intelligence processing, critical infrastructure protection, data mining solutions, software development and other related IT services are a great fit with ManTech's expertise. While we share much of the same customer base, there is very little overlap in the services we provide. Joining with ManTech will allow us to provide our customers with more robust and comprehensive solutions and offer expanded professional development opportunities for Gray Hawk Systems employees. Additionally, we are delighted to join ManTech because they share our devotion to delivering quality systems, solutions and services and our focus on building customer relations through responsive, thorough, complete, value-added performance."

Gray Hawk Systems has been widely recognized for its growth and IT capabilities. In March of this year, the company received the 2005 City of Alexandria, Va., Technology Award for its application of technology in providing systems engineering, risk assessment and data visualization technical support services to the federal government. For more information, see www.grayhawksystems.com.

Robert A. Coleman, president and COO of ManTech, said, "The Gray Hawk Systems acquisition solidifies our position as a leading player in the high-end Intelligence market. It greatly expands our presence in homeland security related missions and meshes very well with our high-end offerings in the Intelligence Community and Department of Defense. Gray Hawk Systems capabilities round-out ManTech's skills in the end-to-end, Intelligence information processing cycle, and gives ManTech access to new markets in national defense agencies, which we believe will become increasingly important as the Intelligence Reform Act of 2004 continues to unfold."

The acquisition is subject to various closing conditions and approvals, including approval under the Hart-Scott-Rodino Act, and is expected to be completed within a month.

Headquartered in Fairfax, Va., ManTech International Corp. is a provider of technologies and solutions for mission-critical national security programs for the intelligence community and the departments of Defense, State, Homeland Security, and Justice. ManTech's expertise includes systems engineering, systems integration, technology and software development, enterprise security architecture, information assurance, intelligence operations support, network and critical infrastructure protection, information technology, communications integration, and engineering support.

The company supports the advanced telecommunications systems that are used in Operation Iraqi Freedom and in other parts of the world; provides the physical and cyber security to protect U.S. embassies all over the world; has developed a secure, collaborative communications system for the U.S. Department of Homeland Security; and is helping the Department of Justice's U.S. Marshals Service deploy a common, office automation system.

With 2004 annual revenues of $842 million and approximately 5,500 highly qualified employees, the company operates in the United States and 40 countries worldwide. In 2004, ManTech was selected by Business Week magazine as one of the Top 100 Hot Growth Companies and ranked by VARBusiness magazine as one of its Top 50 Fastest-Growing Solution Providers. For more information, see www.mantech.com.

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