Cobham To Purchase SPARTA For $416 Million

Dorset, England -- Cobham plc announced that it has reached agreement to purchase SPARTA Inc., a US company that offers a range of scientific, systems engineering and technical assistance services. The cash consideration for SPARTA is up to US$416 million on a debt and cash free basis, of which US$381 million will be payable on completion and satisfied from Cobham's existing cash and debt facilities, with the balance of up to US$35 million to be paid over the next three years to holders of unvested options who remain with the company. The acquisition is expected to complete in the second quarter of 2008, subject to regulatory and SPARTA shareholder approvals.

SPARTA, which is run from Washington D.C., will after a short period of assimilation and subject to appropriate approvals become a separate strategic business unit within an expanded North America Cobham Division. During this assimilation phase, SPARTA will report to Andy Stevens, Cobham Chief Operating Officer, in accordance with the applicable US Government industrial security regulations.

For the year ended 30 December 2006 SPARTA generated operating profits of US$28.6 million and EBITDA(1) of US$34.3 million on revenue of US$297.3 million. At 30 September 2007, gross assets were approximately US$122.0 million. The total cash consideration represents a multiple of approximately 12.1x 2006 EBITDA(1). It is expected that the acquisition will be earnings enhancing in 2008.

Allan Cook, Cobham Chief Executive, said "I am delighted that we have been able to reach agreement to acquire SPARTA, which is one of the leading companies in areas of critical importance in the provision of US National Security. The strong incumbent management will provide Cobham with an exciting platform for growth in the Systems Engineering and Technical Assistance segment, which is complementary to our existing US intelligence and defence capabilities. This is a major step forward in the implementation of Cobham's technology strategy and the creation of a significant Tier 2 business supplying the US DoD and intelligence markets."

SOURCE: Cobham