ICF International (ticker: ICFI, exchange: NASDAQ Global Market (.O))
News Release -
12-Nov-2007
ICF International to Acquire SH&E, Leading International Air Transport Industry Consultancy Transaction Brings World-Class Air Transport Consulting Services
to Expand ICF's Offerings to Public and Private Sector Clients
FAIRFAX, Va.--(BUSINESS WIRE)--Nov. 12, 2007--ICF International
(NASDAQ: ICFI), a leading policy, management, and technology
consulting firm, today announced it has signed a definitive agreement
to purchase 100 percent of Simat, Helliesen & Eichner, Inc. (SH&E),
the world's largest consulting firm dedicated to air transport. The
purchase price will be $51 million, and ICF expects the acquisition to
be immediately accretive to earnings. The transaction is subject to
certain closing conditions.
ICF expects SH&E to generate revenue of approximately $36 million
and EBITDA margins of approximately 15 percent for the year ending
December 31, 2007. Going forward, ICF anticipates annual revenue
growth of at least 10 percent and similar EBITDA margins.
With its substantial expertise, SH&E will help position ICF as a
leader in airline, airport, and aviation industry consulting, enabling
ICF to significantly strengthen its transportation service offerings
with federal, state, and industry clients. The combination of ICF and
SH&E will strengthen ICF's market position in several areas:
- At the Federal Aviation Administration, ICF's program
implementation and environmental analysis services will be
combined with SH&E's deep domain expertise in air transport
economics, demand forecasting, airport planning, and safety to
broaden the range of services available to meet the needs of
the agency's program offices.
- At the Transportation Security Administration, ICF's support
across the organization will be greatly enhanced by SH&E's
extensive worldwide experience in airline and airport safety,
security, and operations, enhancing the agency's ability to
design and implement cost-effective programs.
- ICF and SH&E immediately become a leader in the rapidly
expanding air transport and climate change market. ICF's
best-in-class greenhouse gas emissions inventory development,
carbon offset, carbon neutral strategy design, and emissions
trading services will be combined with SH&E's best-in-class
air transport industry expertise to meet the evolving needs of
industry participants - from airlines and airports to industry
suppliers and financial institutions.
"This transaction will expand ICF's global and domestic footprint,
allowing us to better serve our clients on transportation,
infrastructure, and climate change issues," said Sudhakar Kesavan,
chief executive officer of ICF. "In addition to significantly rounding
out our existing transportation capabilities, SH&E brings a
long-standing tradition of consulting excellence and established
client relationships with a mix of domestic and international
commercial and government clients."
"Joining ICF, with its robust operational infrastructure, helps
enhance our growth opportunities as well as contribute to the
successful career development of our distinguished professionals,"
said SH&E Chairman and Chief Executive Officer David Treitel. "ICF's
established reputation in federal, state, and local contracting
provides SH&E with a proven platform for expanding into the public
sector. Together we will be a leader in the air transport and climate
change market that is poised for significant growth worldwide."
SH&E has served airlines, airports, domestic and international
agencies, manufacturers, and financial institutions for more than 40
years. The company's capabilities include strategic, financial, and
technical planning for airports and airlines; airport demand
management; cost-benefit analysis of environmental regulations; air
service marketing; cargo distribution; airline network and fleet
planning; and airline operations and management consulting. Other
capabilities include advisory services; software systems to help
optimize airline networks and schedules; revenue management; safety
and security audits; privatization, mergers, and alliances; facilities
development; aviation asset appraisal and financing support; and
flight and other aviation asset remarketing. It is a privately held
company with offices in New York, Boston, London, Washington, Los
Angeles, Chicago, and Portland, Ore. The present management team and
employees will remain with the company following the completion of the
transaction.
About ICF International
ICF International (NASDAQ: ICFI) partners with government and
commercial clients to deliver consulting services and technology
solutions in the energy, climate change, environment, transportation,
social programs, health, defense, and emergency management markets.
The firm combines passion for its work with industry expertise and
innovative analytics to produce compelling results throughout the
entire program life cycle, from analysis and design through
implementation and improvement. Since 1969, ICF has been serving
government at all levels, major corporations, and multilateral
institutions. More than 2,500 employees serve these clients worldwide.
ICF's Web site is www.icfi.com.
Caution Concerning Forward-Looking Statements
This document may contain "forward-looking statements" as that
term is defined in the Private Securities Litigation Reform Act of
1995--that is, statements related to future--not past--events, plans,
and prospects. These statements involve known and unknown risks,
uncertainties, and other factors that may cause our actual results,
levels of activity, performance, or achievements to be materially
different from any future results, levels of activity, performance, or
achievements expressed or implied by such forward-looking statements.
In some cases, you can identify these statements by forward-looking
words such as "guidance," "anticipate," "believe," "could,"
"estimate," "expect," "intend," "may," "plan," "potential," "seek,"
"should," "will," "would," or similar words. You should read
statements that contain these words carefully because they discuss our
future expectations, contain projections of our future results of
operations or of our financial position, or state other
forward-looking information, and are subject to factors that could
cause actual results to differ materially from those anticipated. For
ICF, particular uncertainties that could adversely or positively
affect the Company's future results include but are not limited to:
risks related to the government contracting industry, including the
timely approval of government budgets, changes in client spending
priorities, and the results of government audits and investigations;
risks related to our business, including our dependence on contracts
with U.S. Federal Government agencies and departments and the State of
Louisiana; continued good relations with these and other customers;
success in competitive bidding on recompete and new contracts;
performance by ICF and its subcontractors under our contract with the
State of Louisiana, Office of Community Development, including but not
limited to the risks of failure to achieve certain levels of program
activities, the effects of acceleration of the Program, termination,
or material modification of the contract, and political uncertainties
relating to The Road Home program; uncertainties as to whether
revenues corresponding to the Company's contract backlog will actually
be received; the future of the energy sector of the global economy;
our ability to attract and retain management and staff; strategic
actions, including attempts to expand our service offerings and client
base, the ability to make acquisitions, and the performance and future
integration of acquired businesses; risks associated with operations
outside the United States, including but not limited to international,
regional, and national economic conditions, including the effects of
terrorist activities, war, and currency fluctuations; and other risks
and uncertainties disclosed in the Company's filings with the
Securities and Exchange Commission. These uncertainties may cause
ICF's actual future results to be materially different than those
expressed in the Company's forward-looking statements. ICF does not
undertake to update its forward-looking statements.
CONTACT: ICF International
Polly Shannon, 703-934-3144
pshannon@icfi.com
or
MBS Value Partners
Betsy Brod, 212-750-5800
betsy.brod@mbspartners.com
or
Lynn Morgen, 212-750-5800
lynn.morgen@mbspartners.com
SOURCE: ICF International
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