Jacobs has entered into a definitive merger agreement according to which Jacobs will acquire KeyW for $11.25 per share in cash. The transaction has an enterprise value, net of tax assets, of approximately $815m, including an estimated $272m of KeyW net debt. The transaction value represents an enterprise value-to-expected 2020 adjusted EBITDA multiple of c.10x, assuming full run-rate cost synergies of $15m. This transaction directly aligns with Jacobs’ Aerospace, Technology and Nuclear (ATN) transformational strategy of delivering innovative and unique, mission-oriented solutions for highly technical and high consequence government priorities, and further positions Jacobs as a leader in high-value Government Services. It allows ATN to expand further its leading portfolio of innovative solutions to its clients. KeyW is a leading national security provider of advanced engineering and technology solutions for the Intelligence, Cyber and Counterterrorism communities. KeyW brings a unique and differentiated mission-focused technology and capabilities in the areas of intelligence, surveillance, and reconnaissance (ISR); cyber operations and training; and mission-critical IT and analytics. “Jacobs’ global reach and proven track record executing large complex enterprise contracts provide a powerful platform to unleash KeyW’s complementary rapid technology development. We are positioned to further accelerate KeyW’s success in leveraging its unique technical solutions and drive value creation for shareholders and customers alike, including a multi-billion-dollar space opportunity delivering next-generation intelligence and analytics solutions.” Steve Demetriou, Jacobs Chair and CEO.