KeyW Holding Corp., a Hanover-based cybersecurity firm serving the U.S. intelligence community, will be acquired by Jacobs, a global engineering firm headquartered in Dallas, for $815 million.
The acquisition would end the 11-year run of KeyW, which was founded in 2008 by Leonard Moodispaw, a former National Security Agency senior manager, but lost its way amid efforts to commercialize its technology. Moodispaw died in 2015 after stepping down as the company’s CEO for undisclosed health reasons.
Jacobs would extend its reach into government cybersecurity contracting by purchasing KeyW. It acquired Reston, Va.-based Blue Canopy in 2017 and Columbia-based Van Dyke Technology Group in 2016.
“This transaction will propel KeyW’s capabilities further and create new opportunities for research and development our customers need to enhance their national security and intelligence capabilities,” said Bill Weber, KeyW’s president and CEO, in a statement.
Weber cited cultural fit and shareholder value as the principal reasons for selling to Jacobs.
“We believe that joining with Jacobs will enable KeyW’s talented team to deliver even more innovative technologies and capabilities to customers,” Weber said.
Jacobs will launch a tender offer for KeyW’s shares, offering $11.25 cash each, which represents a 43% premium on the company’s closing stock price Thursday. Jacobs also would assume KeyW’s $272 million in debt.
The deal would close after KeyW shareholders tender more than 50% of the 50 million shares outstanding. Pending regulatory approval, the deal is expected to close by Aug. 31.
KeyW has reported steadily increasing revenue in recent years with sales nearly hitting $507 million in 2018, up from $288 million two years earlier. It employed 1,790 people as of Dec. 31.
KeyW reported that it derived 95% of its 2018 revenue from the U.S. government, including 76% from the nation’s intelligence community and “special military customers,” serving as both a prime contractor and a subcontractor. The company sells a suite of technology solutions for intelligence, surveillance and reconnaissance that include proprietary electro-optical, hyperspectral and synthetic aperture radar sensors.
Jacobs dwarfs KeyW in terms of scale. Jacobs reported revenue of $15 billion in its 2018 fiscal year and employs about 80,000 globally in a variety of engineering fields. It derives about 23% of its revenue from the U.S. government.
“Jacobs’ global reach and proven track record executing large complex enterprise contracts provide a powerful platform to unleash KeyW’s complementary rapid technology development,” Jacobs Chair and CEO Steve Demetriou said in a statement.
Shares of Jacobs, formally Jacobs Engineering Group, were up 2.3 percent in Monday trading, closing at $78.68 each. KeyW shares spiked 42% to close at $11.17 each.
Separately, KeyW filed its annual proxy statement Monday, announcing its annual meeting scheduled for May 9 at KeyW’s Hanover headquarters. The proxy also shows that Weber earned total compensation of $1.5 million last year, including a $450,000 annual salary plus stock awards and incentive plan compensation.