-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WbZtXmdgJ/wVBZK8W7tfkdKe8xzJlsfPQzdrq/U5x6HqusyQ2OjJbORMRCIL1k0g 4+PFmonxHq6DAvP+FfUbUQ== 0001193125-07-010110.txt : 20070122 0001193125-07-010110.hdr.sgml : 20070122 20070122171207 ACCESSION NUMBER: 0001193125-07-010110 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070122 DATE AS OF CHANGE: 20070122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANALEX CORP CENTRAL INDEX KEY: 0000044800 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 112120726 STATE OF INCORPORATION: DE FISCAL YEAR END: 1206 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-32462 FILM NUMBER: 07544006 BUSINESS ADDRESS: STREET 1: 2677 PROSPERITY AVENUE STREET 2: SUITE 400 CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 703-852-4000 MAIL ADDRESS: STREET 1: 2677 PROSPERITY AVENUE STREET 2: SUITE 400 CITY: FAIRFAX STATE: VA ZIP: 22031 FORMER COMPANY: FORMER CONFORMED NAME: HADRON INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BIORAD INC DATE OF NAME CHANGE: 19710304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QINETIQ GROUP PLC CENTRAL INDEX KEY: 0001350865 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 85 BUCKINGHAM GATE CITY: LONDON STATE: X0 ZIP: SW1E 6PD MAIL ADDRESS: STREET 1: 85 BUCKINGHAM GATE CITY: LONDON STATE: X0 ZIP: SW1E 6PD SC TO-C 1 dsctoc.htm SCHEDULE TO Schedule TO

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


SCHEDULE TO

 


TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 


Analex Corporation

(Name of Subject Company (Issuer))

 


QinetiQ Group plc

QinetiQ North America Operations, LLC

Apollo Merger Sub Inc.

(Names of Filing Persons (Offerors))

 


Common Stock, par value $0.02 per Share

(Titles of Classes of Securities)

032653107

(CUSIP Number of Class of Securities)

Duane Andrews

Chief Executive Officer

QinetiQ North America Operations, LLC

7918 Jones Branch Drive, Suite 400

McLean, VA 22102

Tel: (703)–752–6500

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of the filing person)

 


Copies to:

 

Deborah Fox

Corporate Vice President and General Counsel

QinetiQ North America Operations, LLC

7918 Jones Branch Drive, Suite 400

McLean, VA 22102

Tel: (703) 752-6500

 

James R. Hanna

Latham & Watkins LLP

555 Eleventh St., Suite 1000

Washington, DC 20004-1304

Tel: (202) 637-2200

 


CALCULATION OF FILING FEE

 

Transaction Valuation

 

Amount of Filing Fee

$N/A

  $N/A

 


 

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: N/A   Filing Party: N/A
Form or Registration No. N/A   Date Filed: N/A

 

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x third-party tender offer subject to Rule 14d-1.

 

¨ issuer tender offer subject to Rule 13e-4.

 

¨ going-private transaction subject to Rule 13e-3.

 

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

 


 


This filing relates solely to preliminary communications made before the commencement of a tender offer for the outstanding common stock of Analex Corporation (“Analex”) by Apollo Merger Sub Inc. (the “Purchaser”), a wholly-owned subsidiary of QinetiQ North America Operations, LLC (“QNAO”). QNAO is a wholly owned subsidiary of QinetiQ Group plc (“QinetiQ”). Attached is (i) the press release issued by QinetiQ on January 20, 2007, (ii) the text of an email from QinetiQ CEO Graham Love to QinetiQ employees sent on January 20, 2007, (iii) the script of a conference call between QinetiQ management and market analysts on January 22, 2007, and (iv) the text of an email from QNAO CEO Duane Andrews to QNAO employees sent on January 22, 2007.

The exhibits are neither an offer to purchase nor solicitation of an offer to sell securities. The tender offer for the outstanding shares of Analex common stock described in this filing has not commenced. At the time the offer is commenced, the Purchaser will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Analex will file a solicitation/recommendation statement on Schedule 14D-9, with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Analex shareholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov.

Exhibit Index

 

Exhibit   

Description

99.1    Press Release issued by QinetiQ on January 20, 2007
99.2    Email from Graham Love to QinetiQ employees sent on January 20, 2007
99.3    Script of a conference call between QinetiQ management and analysts on January 22, 2007
99.4    Email from Duane Andrews to QNAO employees sent on January 22, 2007
EX-99.1 2 dex991.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

QinetiQ Group plc

20 January 2007

Acquisition of Analex Corporation for $173m

QinetiQ Group plc announces today that it has signed a definitive merger agreement to acquire Analex Corporation (“Analex”), continuing the execution of its strategy to grow its North American operations. Under the terms of the agreement, which is conditional upon regulatory clearance in the United States, QinetiQ will offer to acquire all of the outstanding shares of Analex for $3.70 per share, or an aggregate equity price of approximately $173m. The consideration will be paid in cash from existing banking facilities and the transaction is expected to complete in March 2007.

Analex is a US public listed company (American Stock Exchange: NLX). Holders of approximately 58.8 per cent of the fully diluted equity of Analex have agreed to tender their shares in the offer and to vote in favour of the definitive merger agreement and against any other transactions, subject to the provisions of the agreement.

Headquartered in Fairfax, Virginia, with 11 locations around the US, Analex is a leading provider of high technology professional services and solutions, principally to the US Government and its agencies. Analex specialises in providing innovative information technology, aerospace engineering and security and intelligence support services for defence, intelligence and space programmes.

Analex provides QinetiQ with new customers and contract opportunities as well as broadening the range of service offerings to the existing customer base of the Group. Principal customers include the US Missile Defense Agency (MDA), US Army, US Navy, DARPA, and NASA. Analex is also well positioned with intelligence customers some of which it has worked with for more than 20 years.

Analex employs approximately 1,100 people, most of whom have security clearances. The addition of this skilled workforce with security clearances significantly enhances the Group’s operational capabilities in North America. Approximately 70 per cent of Analex personnel work on customer sites and around half of its workforce is located in the Washington, D.C. area.

Analex had revenues of $150.3m for the 12 months ended 30 September 2006, EBITDA of $14.5m, and profit before amortisation of acquired intangible assets, interest and tax of $13.6m. At 30 September 2006 the business had gross assets of $123.1m and a total contract backlog of $413.0m, of which $56.0m was funded. Approximately 80 per cent of its revenue is derived from prime contracts, with a broad mix by contract types (60:40 firm fixed price/time and materials versus cost reimbursement).


Commenting on the agreement, QinetiQ’s chief executive officer Graham Love said: “Analex promises to be an excellent addition to the QinetiQ North America business profile, providing important new customer relationships within the US security agencies, the Department of Defense and NASA as well as broadening our existing service offerings. Having recently secured a number of new contracts, Analex offers growth and margin prospects consistent with expectations for QinetiQ’s existing North American business and we expect the acquisition to be immediately earnings enhancing for QinetiQ.”

He continued: “Analex will further enhance QinetiQ North America’s position to be able to bid for a wider range of significant opportunities in the defence and security market place in North America.”

[Ends]

Legal Statements

A TENDER OFFER FOR THE OUTSTANDING SHARES OF ANALEX CORPORATION COMMON STOCK HAS NOT YET COMMENCED. IF A TENDER OFFER COMMENCES, EACH SECURITY HOLDER OF ANALEX CORPORATION SHOULD READ THE TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. ONCE A FILING IS MADE, SECURITY HOLDERS OF ANALEX CORPORATION CAN OBTAIN THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION’S WEB SITE AT HTTP://WWW.SEC.GOV. SECURITY HOLDERS OF ANALEX CORPORATION MAY ALSO OBTAIN COPIES OF THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FREE BY CONTACTING ANALEX CORPORATION WHEN THE DOCUMENTS BECOME AVAILABLE.

Forward-Looking Statements

This press release, including any information included or incorporated by reference in this press release, contains “forward-looking statements” concerning QinetiQ Group plc, QinetiQ North America Operations, LLC and Analex Corporation. These statements are based on our current expectations and projections about future events and are identified by terminology such as “may,” “will,” “should,” “expect,” “scheduled,” “plan,” “seek,” “intend,” “anticipate,” “believe,” “estimate,” “aim,” “potential,” or “continue” or the negative of those terms or other comparable terminology. Although we believe that our plans, intentions and expectations are reasonable, actual results could differ materially from the results implied by these statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the offer or the merger set forth in the merger agreement will not be satisfied; changes in both companies’ businesses during the period between now and the closing of the acquisition; the ability to retain


key management and technical personnel of Analex and other risks described in Analex’s report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2005. Analex and QinetiQ are under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise.

For further information please contact:

 

Graham Love, Chief Executive:    +44 (0) 1252 392000
Doug Webb: Chief Financial Officer    +44 (0) 1252 392000

Nicky Louth-Davies, QinetiQ press office: +44 (0)1252 392809; +44 (0)7795290593

Chris Moseley, QinetiQ press office: +44 (0)1252 395559; +44 (0)7941 126064

Adrian Colman, QinetiQ Investor Relations:+44 (0)1252 395366; +44 (0)7740 432699

Notes for Editors:

 

    QinetiQ (pronounced ki net ik as in ‘kinetic energy’) is a leading international defence and security technology company that was formed in July 2001 from the UK Government’s Defence Evaluation & Research Agency (DERA). QinetiQ has over 11,400 employees, who deliver technology-based services and exploit QinetiQ’s strengths in technology research by selling systems solutions, products, managed services and licences to government and commercial customers in a spectrum of defence, security and other commercial markets, and by creating technology based ventures.

 

    In February 2006, QinetiQ Group plc was listed on the London Stock Exchange (main market). In the year to 31 March 2006, QinetiQ delivered a 37.6 per cent rise in underlying operating profit to £90.7m on turnover which rose by 22.9 per cent to £1,051.7m.

 

    QinetiQ is organised into three operating sectors: Defence & Technology represents QinetiQ’s core UK-based defence business that provides research-based technology solutions and managed services into the UK’s armed forces. Security & Dual Use draws from QinetiQ’s broad inventory of defence-related intellectual property to develop commercially viable products and services. QinetiQ North America delivers technology services, systems engineering and technical assistance (SETA) and IT services.

 

    QinetiQ has made several European acquisitions including the businesses of HVR Consulting Services Ltd and Verhaert Design and Development NV (renamed Verhaert Space NV). It has also acquired a number of US based businesses that complement its core capabilities which include: Westar Aerospace & Defense Group Inc, Foster-Miller Inc and Apogen Technologies Inc. These businesses have subsequently made further acquisitions to date that include Planning Systems Inc, SimAuthor Inc and Ocean Systems Engineering Corp.

About Analex

Analex (www.analex.com) specialises in providing intelligence, systems engineering and security services in support of US security. Analex focuses on developing innovative technical approaches for the intelligence community, analysing and supporting defence systems, designing, developing and testing aerospace systems and providing a full range of security support services to the US government. The company’s stock trades on the American Stock Exchange under the symbol NLX.

EX-99.2 3 dex992.htm EXHIBIT 99.2 Exhibit 99.2

Exhibit 99.2

Email from Graham Love to employees

Subject: QinetiQ acquisition of Analex Corporation

In the small hours of Saturday morning we signed a definitive merger agreement to acquire the US company Analex Corporation. I was keen to advise you of this news as soon as possible, which is why I have issued this message over the weekend.

This agreement continues the execution of our strategy to grow our North American operations, which as you know is an important aim for our business. Under the terms of the agreement, QinetiQ will offer to acquire all of the outstanding shares of Analex for $3.70 per share, or an aggregate equity price of approximately $173m.

Analex is a US public listed company. Holders of approximately 58.8 per cent of the fully diluted equity of Analex have agreed to tender their shares in the offer and to vote in favour of the definitive merger agreement and against any other transactions, subject to the provisions of the agreement.

Headquartered in Fairfax, Virginia, with 11 locations around the US, Analex is a leading provider of high technology professional services and solutions, principally to the US Government and its agencies. Analex specialises in providing innovative information technology, aerospace engineering and security and intelligence support services for defence, intelligence and space programmes.

Analex will offer us new customers and contract opportunities as well as broadening the range of service offerings to the existing customer base of the Group. Principal customers include the US Missile Defense Agency (MDA), US Army, Us Navy, DARPA, and NASA. Analex is also well positioned with intelligence customers, some of which it has worked with for more than 20 years.

Analex employs approximately 1,100 people, most of whom have security clearances. The addition of this skilled workforce with security clearances will significantly enhance our operational capabilities in North America. Approximately 70 per cent of Analex personnel work on customer sites and roughly half of its workforce is located in the Washington, D.C. area.

Analex had revenues of $150.3m for the 12 months ended 30 September 2006, EBITDA of $14.5m, and profit before amortisation of acquired intangible assets, interest and tax of $13.6m. At 30 September 2006 the business had gross assets of $123.1m and a total contract backlog of $413.0m, of which $56.0m was funded. Approximately 80 per cent of its revenue is derived from prime contracts, with a broad mix by contract types (60:40 firm fixed price/time and materials versus cost reimbursement).

Subject to the receipt of necessary regulatory approvals, our intention is to complete the acquisition by the end of March 2007. Analex promises to be an excellent addition to the QinetiQ North America business providing important new customer relationships within the US security agencies, the Department of Defense and NASA as well as broadening our existing service offerings.

Analex will further enhance our position in the US giving us ability to bid for a wider range of significant opportunities in the defence and security market place in North America.

Best wishes,

Graham

Legal Statements


A TENDER OFFER FOR THE OUTSTANDING SHARES OF ANALEX CORPORATION COMMON STOCK HAS NOT YET COMMENCED. IF A TENDER OFFER COMMENCES, EACH SECURITY HOLDER OF ANALEX CORPORATION SHOULD READ THE TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. ONCE A FILING IS MADE, SECURITY HOLDERS OF ANALEX CORPORATION CAN OBTAIN THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION’S WEB SITE AT HTTP://WWW.SEC.GOV. SECURITY HOLDERS OF ANALEX CORPORATION MAY ALSO OBTAIN COPIES OF THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FREE BY CONTACTING ANALEX CORPORATION WHEN THE DOCUMENTS BECOME AVAILABLE.

Forward-Looking Statements

This press release, including any information included or incorporated by reference in this press release, contains “forward-looking statements” concerning QinetiQ Group plc, QinetiQ North America Operations, LLC and Analex Corporation. These statements are based on our current expectations and projections about future events and are identified by terminology such as “may,” “will,” “should,” “expect,” “scheduled,” “plan,” “seek,” “intend,” “anticipate,” “believe,” “estimate,” “aim,” “potential,” or “continue” or the negative of those terms or other comparable terminology. Although we believe that our plans, intentions and expectations are reasonable, actual results could differ materially from the results implied by these statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the offer or the merger set forth in the merger agreement will not be satisfied; changes in both companies’ businesses during the period between now and the closing of the acquisition; the ability to retain key management and technical personnel of Analex and other risks described in Analex’s report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2005. Analex and QinetiQ are under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise.

 

EX-99.3 4 dex993.htm EXHIBIT 99.3 Exhibit 99.3

Exhibit 99.3

Conference Call with Analysts

Introduction

    Welcome to this call regarding our proposed acquisition of Analex Corporation which we announced on Saturday morning. The purpose of the call is to provide details of the transaction and to discuss how Analex fits with the QinetiQ growth strategy
    Before moving on to the detail, I would like to say upfront that as we are shortly to launch a tender offer for Analex, as this is a US public company we are bound by the rules of the Securities & Exchange Commission in the US. Based on legal advise, this does limit us to some extent in what we are able to say publicly at this time about certain aspects of the transaction, so my apologies in advance if we decline to answer certain questions that you may have in relation to this transaction. I would also draw your attention to the disclaimer that was included in the press release regarding forward looking information.

The transaction

    Agreed offer designed to acquire 100% of the outstanding equity of Analex Corp
    Listed on American Stock Exchange – Symbol: NLX
    Cash offer at $3.70 per share valuing diluted equity of business at approximately $173m. Enterprise value expected to be similar as business will have negligible debt at completion following receipt of option exercise proceeds.
    The offer price of $3.70 compares with their closing price on Friday of $1.88, representing a 97% premium. This relatively high premium reflects the relatively high discount that Analex experiences due to almost 60% of its equity being held by its 3 primary investors and the consequent very low trading volumes – only 13,400 shares were traded on Friday for instance and has rarely exceeded 30,000 shares per day in the last 3 months. We believe the relatively complicated financial structure of the company is also a contributing factor to its low market value.
    Holders of 58.8% of the fully diluted equity have agreed to tender their shares subject to the provisions of the merger agreement – the 3 main shareholders are General Electric Pension Trust, New York Life Capital Partners and Pequot Private Equity Fund.
    Funding for acquisition from existing bank facilities
    Offer is subject to normal regulatory clearances (including anti-trust and foreign ownership regulations) and achieving a minimum of 50% acceptance in the tender offer which will be formally initiated next month.
    Turning to the financials, Analex have a December year-end. Taking their last 4 quarterly filings shows LTM financials to 30 September 2006:
    Revenue $150.3m
    Total contract backlog at 30 Sept 06 was $413m, of which the funded element was $56m
    EBITA – Profit before amortisation of acquired intangible assets, interest and tax $13.6m
    EBITDA $14.5m
    Operating cash conversion expected at >80%
    As you would expect when buying another listed company we do expect to achieve cost synergies from the elimination of listed company costs within Analex but at this time we are not able to provide you with our formal estimate due to SEC Regulations.
    Following the acquisition our debt to EBITDA levels still expected to be below 2.5:1 at year end

Who is Analex?

    The Company is headquartered in Fairfax, VA and has 11 locations across the U.S, although most of its staff are co-located at customer sites.
    Provider of mission critical, high technology services and solutions, principally to the US Government.
    Principal areas of focus;
    Information technology
    Mission planning, mission performance, mission assessment software
    Network analysis and monitoring software
    The Tomahawk cruise program is a key contract in this sector


    Aerospace engineering
    Mission systems engineering, operations and acquisition support
    Hardware and software design, engineering and integration
    Key customers include NASA
    Security & intelligence
    Program, information and technology security engineering
    Intelligence and counter-intelligence analysis
    Key customers include DARPA
    Contract and customer mix
    c80% of its revenue is derived from prime contracts
    Mix by contract types (60:40 Firm Fixed Price/T&M vs. cost reimbursement).
    Revenue analysis 70% DoD and Security Agencies, 27% NASA
    Principal defence customers include US Missile Defense Agency, US Navy, DARPA, US Army and NASA.
    Broad range of Intelligence customers
    The Company has served principal customers for more than 20 years.
    Staff base
    c1,100 employees, most of whom are security cleared
    Approximately 70% of its personnel work on customer sites and roughly half of its workforce is located in the Washington, D.C. area.

What does the deal do for QinetiQ?

    Very much consistent with Group strategic objectives on which we are already making good progress, given Analex’s focus on the US information, security and intelligence community.
    Aligned with medium term financial objectives to;
    Deliver 50% of revenue from North America
    Achieve group wide operating margins of 10%
    Demonstrates that we can still make US acquisitions that align well with our existing business and that can be secured at acceptable prices
    Strong strategic fit with QNA existing business – IT Services/SETA—and with a strong management team
    Future revenue opportunities
    Significant new and expanded customer base and opportunities of scale that Analex brings to the group (i.e., the U.S. intelligence community, DARPA, and NASA)
    Access to new contract vehicles
    Broadens capabilities that QNAO will now be able to offer to its current customers (such as mission control, aerospace engineering, complex hardware and software independent verification and validation, and technology security).
    Skilled workforce with high levels of security clearance
    Earnings accretive immediately
    Expect organic growth and margins for Analex to be in line with our existing QNA business, which you will recall delivered 9% organic growth and an underlying operating margin of 10% in the first half of our financial year
    Proforma QNA revenues will be in excess of $800m

What happens next?

    We will be initiating a standard two stage tender offer/merger
    Subject to regulatory clearances, we expect a roughly 60 day period to close. If we get 90% acceptance at that time we can then force the remainder to sell immediately– it will take 4 to 6 weeks longer if less than 90% acceptance as will have to go to shareholder vote (but this only requires simple majority which we already have signed up). Either way we will secure 100% of the equity.
    The regulatory clearances that are required are the normal ones for a transaction such as this, including CFIUS re foreign ownership. We are hopeful that there will not be any issues


 

having already managed 6 acquisitions through this process in the last 3 years – although clearly this is not entirely in our control.

    Therefore subject to no issues arising from the regulatory clearance processes and receipt of at least a 90% acceptance level from the tender offer we hope to close the acquisition by the end of March 2007 – and even if the acceptance level was a little below 90% we would still have control of Analex at that time and would complete the acquisition of 100% of the equity during the first quarter of our next financial year.

Q&A

In response to the single question raised at the meeting, participants were informed that:

Analex’s contract base is widely spread and predominantly call off in nature, with the relationship with customers determining the contract duration, although positive feedback has been received from the customer community in relation to performance on existing contracts; and

Analex’s effective tax rate broadly tracks the “standard” US tax rate of 40%, which is consistent with other acquired companies within the QinetiQ North America group.

Legal Statements

A TENDER OFFER FOR THE OUTSTANDING SHARES OF ANALEX CORPORATION COMMON STOCK HAS NOT YET COMMENCED. IF A TENDER OFFER COMMENCES, EACH SECURITY HOLDER OF ANALEX CORPORATION SHOULD READ THE TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. ONCE A FILING IS MADE, SECURITY HOLDERS OF ANALEX CORPORATION CAN OBTAIN THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION’S WEB SITE AT HTTP://WWW.SEC.GOV. SECURITY HOLDERS OF ANALEX CORPORATION MAY ALSO OBTAIN COPIES OF THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FREE BY CONTACTING ANALEX CORPORATION WHEN THE DOCUMENTS BECOME AVAILABLE.

EX-99.4 5 dex994.htm EXHIBIT 99.4 Exhibit 99.4

Exhibit 99.4

Email from Duane Andrews to QinetiQ North America Operations, LLC Employees

January 22, 2007

Colleagues:

It is with great excitement that today I can deliver the news that QinetiQ North America Operations will be acquiring Analex Corporation. Pending regulatory approval, we will make an offer to acquire all of the outstanding equity ownership of Analex. Once accomplished, Analex will join the other QinetiQ North America subsidiaries: Apogen, Foster-Miller, OSEC, PSI, and Westar, in providing world-class technology and responsive solutions to our customers.

Analex (www.analex.com) is headquartered in Fairfax, Virginia, with 11 locations around the U.S. Analex specializes in providing innovative information technology, aerospace engineering and security and intelligence support services for defense, intelligence and space programs. Principal customers include the Missile Defense Agency (MDA), U.S. Navy (SPAWAR), DARPA, U.S. Army and NASA. Analex is also well positioned with intelligence customers, some of whom the company has supported for more than 20 years. Analex employs approximately 1,100 people, the majority of which hold U.S. DoD security clearances.

Once the deal closes (expected around March 31), we will bring Analex into the ongoing process of integrating the QinetiQ North America companies into a single company that maintains the agility and entrepreneurial spirit of a small business by both avoiding bureaucracy and encouraging personal initiative while also putting in place a structure that enables us to take advantage of the stability, scale and personnel/technical depth of a larger company.

Please join me in welcoming Analex to the QinetiQ North America family. Their customers and capabilities better enable both our growth and our ability to provide expanded career opportunities for all employees.

Duane Andrews

Legal Statements

A TENDER OFFER FOR THE OUTSTANDING SHARES OF ANALEX CORPORATION COMMON STOCK HAS NOT YET COMMENCED. IF A TENDER OFFER COMMENCES, EACH SECURITY HOLDER OF ANALEX CORPORATION SHOULD READ THE TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. ONCE A FILING IS MADE, SECURITY HOLDERS OF ANALEX CORPORATION CAN OBTAIN THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION’S WEB SITE AT HTTP://WWW.SEC.GOV. SECURITY HOLDERS OF ANALEX CORPORATION MAY ALSO OBTAIN COPIES OF THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FREE BY CONTACTING ANALEX CORPORATION WHEN THE DOCUMENTS BECOME AVAILABLE.

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