Combines Jacobs' Track Record of Executing Large Complex Enterprise Contracts with KeyW's Proprietary Technology Solutions and Rapid Development Expertise in the Areas of Intelligence, Surveillance and Reconnaissance as well as Counterterrorism, Mission-Critical IT and Cyber Solutions

DALLAS, April 22, 2019 — (PRNewswire) — Jacobs (NYSE: JEC) today announced that they have entered into a definitive merger agreement pursuant 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 $815 million, including an estimated $272 million of KeyW net debt. The transaction value represents an enterprise value-to-expected 2020 adjusted EBITDA multiple of approximately 10x, assuming full run-rate cost synergies of $15 million.

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. This is a significant step for both companies and unites complementary capabilities, cultures and relationships, and proprietary technology and products to accelerate Jacobs' profitable growth strategy.

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. In addition, more than 75% of their workforce hold high level security clearances. KeyW's advanced engineering and quick reaction capability supports the accelerated development of collection technology, processing, analysis and dissemination of information across the full spectrum of missions for the Intelligence, Cyber and Counterterrorism communities. Like Jacobs, KeyW has embedded and long-standing client relationships that are underpinned by recurring contracts supporting some of the U.S. government's most unique and challenging missions.

"Jacobs' global reach and proven track record executing large complex enterprise contracts provide a powerful platform to unleash KeyW's complementary rapid technology development," said Jacobs Chair and CEO Steve Demetriou. "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. Given the compelling fit of Jacobs' capabilities and contract execution expertise with KeyW's differentiated, mission driven technology, we are optimistic that we can drive strong double-digit adjusted EBITDA growth well into the future."

KeyW President and CEO Bill Weber said, "This is a winning combination that provides significant, certain and immediate cash value for KeyW's shareholders as well as an excellent partner for our clients and employees. Cultural fit and exceptional shareholder value were of paramount importance in the criteria for partnership in KeyW's next chapter. Joining with Jacobs will enable KeyW's talented team to deliver even more innovative technologies and capabilities to customers."

Strong Strategic Fit: Advancing Jacobs' Profitable Growth Strategy

• Brings Together World-Class Teams with Shared Values: Jacobs and KeyW share values centered on innovation, a focus on the clients' mission, and recruiting and retaining the world's best talent by being an employer of choice.
• Provides Leadership Position in Intelligence, Surveillance and Reconnaissance Sector: Through this transaction, Jacobs will become a technology leader in the high growth ISR sector projected to reach more than $46 billion by 2024. KeyW's ISR capabilities include rapid development of highly specialized sensor-based products that KeyW customizes and deploys to support space, sea, land and air missions.
  
  KeyW's ISR capabilities also position Jacobs to expand in the rapidly evolving space-based remote sensing sector. The U.S. Air Force alone is anticipated to invest more than $14 billion next year into its space programs, consistent with its prioritization of space as the next critical domain for enhanced national security.
• Establishes Cyber Capabilities and Expands Client Base: With the acquisition of KeyW, Jacobs gains access to advanced offensive and enriched defensive cyber operations and training capabilities. These capabilities include intelligence analysis, research and development, classroom and scenario training, software and hardware engineering and secure mobile communications. With the combined Jacobs and KeyW portfolio, Jacobs will have one of the most advanced, integrated full lifecycle cyber security capabilities supporting the nation's most sophisticated cyber operations.
• Adds New Mission-Critical IT and Analytics Capabilities: KeyW brings differentiated capabilities in high-value, mission-dependent areas of software application development, cloud infrastructure and analytics that permit collection, transportation and analysis of data into actionable intelligence.
• Extends Client Base and Portfolio in Mission-Critical, High-Value Recurring Programs: Jacobs and KeyW have highly complementary customer bases within Government Services, which will significantly enhance the Company's presence with key Intelligence Community clients, expanding its addressable market and exposing additional high-value programs for capture.
• Synergistic Opportunities Beyond Government Services: KeyW's advanced remote data collection and analysis capabilities have broad applicability across Jacobs' diverse business base yielding synergistic opportunities in intelligent infrastructure, secure water, environmental remediation and resource management.

"As information technology and operation technology converge, we see significant opportunity to leverage KeyW's technology and innovation across our Buildings, Infrastructure and Advanced Facilities' client base," Demetriou added. "Upon completion of the transaction, KeyW will operate within Jacob's ATN business. The entire Jacobs' leadership team is excited as we bring these two great companies together as the go-to technical solutions provider, and all welcome KeyW's talented employees to the Jacobs team."

Compelling Financial Benefits: Delivering on Jacobs' Acquisition Framework

• Accretive to Adjusted EPS : Jacobs expects fiscal 2020 adjusted EPS accretion of $0.25 to $0.30 from KeyW, assuming $15 million in full run-rate synergies.
• Meaningful Cost Savings: Jacobs expects to realize approximately $15 million of annual run-rate cost savings by the end of 2020, with the savings expected to come primarily from eliminating duplicative public company costs and real estate.
• Upside from Revenue Synergy Opportunities: Over the next 5 years, Jacobs has identified more than $100 million of potential revenue synergy opportunities from capturing incremental opportunities within the federal customer base, both in current contract vehicles and from opportunities in their respective bid pipelines. The Company also sees an opportunity to cross-sell KeyW's ISR and cyber capabilities into Jacobs' Buildings, Infrastructure and Advanced Facilities business.
• Strong Balance Sheet and Financial Flexibility: Following the completion of the transaction, Jacobs will maintain financial strength and flexibility with estimated net pro forma[1] leverage of less than 1x adjusted EBITDA.
• Capital Return Remains a Priority : Jacobs expects its $250 million accelerated share repurchase program previously announced in February to be completed by June 2019. At that time, the Company will have $750 million of capacity remaining on its existing repurchase authorization and will evaluate further share repurchases.

"The addition of KeyW advances our strategy to accelerate growth in higher value markets. The transaction aligns with our M&A criteria and is expected to deliver significant returns for our shareholders," said Jacobs Chief Financial Officer Kevin Berryman. "We will continue to execute focused, disciplined and agile capital allocation consistent with our objective of continuing to deliver superior shareholder returns."

Transaction Terms and Financing

Under the terms of the agreement, which has been approved by each company's Board of Directors, Jacobs will commence a tender offer to acquire all the outstanding shares of KeyW for $11.25 per share in cash. The per share price represents a premium of approximately 43% to KeyW's closing stock price on April 18, 2019, the last trading day prior to today's announcement and 12% premium to the 52-week high. The tender offer is subject to customary conditions, including regulatory approvals and the valid tender of a majority of KeyW's outstanding shares of common stock. Following the successful closing of the tender offer, Jacobs will acquire any remaining shares of KeyW not tendered in the offer through a second-step merger at the same price. Jacobs expects to complete the acquisition by August 31, 2019 .