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Carlyle to acquire ManTech for $4.2bn

Carlyle has agreed to acquire ManTech, a provider of technologies and solutions for national security programs, for about $4.2 billion.

Carlyle has agreed to acquire ManTech, a provider of technologies and solutions for national security programs, for about $4.2 billion. According to terms of the deal, ManTech shareholders will receive $96 per share in cash. Goldman Sachs is serving as financial advisor to ManTech on the transaction whileRobert W. Baird & Co. is serving as financial advisor to Carlyle.

PRESS RELEASE

HERNDON, Va., May 16, 2022 — ManTech International Corporation (Nasdaq: MANT) (“ManTech” or the “Company”), a leading provider of innovative technologies and solutions for mission-critical national security programs, today announced that it has entered into a definitive agreement to be acquired by funds managed by global investment firm Carlyle (NASDAQ: CG) in an all-cash transaction with a total enterprise value of approximately $4.2 billion.

Under the terms of the transaction, ManTech shareholders will receive $96.00 per share in cash, which represents a 32% premium to ManTech’s unaffected closing share price of $72.82 on February 2, 2022, the last trading day prior to published media reports regarding a potential strategic process for the Company, and a 17% premium to the closing stock price of $81.97 on May 13, 2022.

“We have always admired ManTech’s unwavering commitment to support national security customers and their critical missions through differentiated capabilities and technology solutions. ManTech’s talented employees and leadership team have built a remarkable Company with strong market positions across the federal government,” said Dayne Baird, a Managing Director on Carlyle’s Aerospace & Government Services team. “Through this partnership, we look forward to leveraging our sector expertise and resources to accelerate growth and innovation and to drive greater value for customers and employees.”

“This announcement is an important milestone for ManTech and a testament to our growth and the leadership position we have built since our founding by George Pedersen more than 50 years ago,” said ManTech Chairman, Chief Executive Officer and President Kevin M. Phillips. “Following a comprehensive review of strategic alternatives, our Board determined that this transaction is in the best interest of our shareholders and provides them with the most compelling value maximization outcome, offering liquidity at a significant premium. We look forward to leveraging Carlyle’s deep knowledge and experience investing in and growing companies, as we deliver stronger outcomes for our customers and increased opportunities for our employees.”

Transaction Details
The transaction was unanimously approved by ManTech’s Board of Directors, which recommends that ManTech shareholders vote in favor of the transaction. The transaction is expected to close in the second half of calendar 2022, subject to approval by ManTech shareholders, receipt of regulatory approvals and other customary closing conditions.
Stockholders holding shares of common stock representing 49.2% of the current outstanding voting power of the ManTech common stock have entered into a voting agreement pursuant to which they have agreed, among other things, to vote their shares of common stock in favor of the transaction, subject to certain conditions.

Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial advisor and King & Spalding LLP is serving as legal counsel to ManTech in connection with the transaction.
Robert W. Baird & Co. is serving as financial advisor and Latham & Watkins LLP is serving as legal advisor to Carlyle in connection with the transaction.

About ManTech International Corporation
ManTech provides mission-focused technology solutions and services for U.S. defense, intelligence and federal civilian agencies. In business for more than 53 years, we excel in full-spectrum cyber, data collection & analytics, enterprise IT, systems engineering and software application development solutions that support national and homeland security. Additional information on ManTech can be found at www.mantech.com.