Camber significantly broadens HII’s existing capabilities and customer base
Acquisition and reorganization consistent with “Path to 2020” strategy to optimize and expand services portfolio
Strong financial profile expected to make Camber accretive to earnings and cash flow in the first full year
Transaction to be funded utilizing existing balance sheet cash; no change to shareholder free cash flow distribution objectives
Camber will become a foundational component of new HII Technical Solutions segment
NEWPORT NEWS, Va., Nov. 02, 2016 (GLOBE NEWSWIRE) — Huntington Ingalls Industries (NYSE:HII) announced today that it has entered into a definitive agreement to acquire Camber Corporation, a government services company headquartered in Huntsville, Alabama. The planned acquisition has been approved by the HII Board of Directors and is expected to close in late 2016, subject to certain regulatory approvals and customary closing conditions.
Camber is a $364 million revenue generating, pure-play provider of sophisticated mission-based and information technology solutions. Major customers are the U.S. Navy and the U.S. Army; Federal and civilian customers to include the Administrative Office of the United States Courts and the U.S. Postal Service; and the intelligence community. With its strong position and capabilities in growth areas, including agile software and network engineering, modeling simulation and training, unmanned systems, systems engineering, and data analytics, Camber significantly broadens HII’s existing service offerings and customer base.
“This acquisition is consistent with our Path to 2020 strategy to optimize and expand our services portfolio while continuing to invest in our shipbuilding business and returning substantially all free cash flow to shareholders,” said Mike Petters, HII’s president and CEO. “Camber has an impressive and complementary array of people, capabilities and relationships that make it a great fit for us, and we are excited to welcome Camber’s 1,700 employees to the HII family.”
HII will acquire Camber for $380 million, which includes approximately $25 million of tax benefits, subject to customary closing adjustments. The purchase price reflects a buyer’s multiple (net of estimated tax benefits) of 8.6 times Camber’s adjusted EBITDA for the fiscal year ended June 30, 2016 (which excludes certain non-recurring expenses). The transaction is expected to be accretive to earnings per share and cash flow in the first full year and will be funded with cash on the balance sheet.
Upon closing of the Camber acquisition, HII will reorganize its services businesses to establish a new reportable segment consisting of Camber and the following HII subsidiaries: AMSEC, Continental Maritime of San Diego, Newport News Industrial, SN3, Undersea Solutions Group and UniversalPegasus International. The new segment, to be named “HII Technical Solutions,” will enhance strategic and operational alignment among the services businesses, expand opportunities for growth and improve performance transparency. Including Camber, the Technical Solutions segment is expected to generate approximately $1 billion of combined revenue in FY17, with operating margin in the low single digits, expanding to an expected 5%-7% range by 2020. HII Technical Solutions will be led by Andy Green, who will serve as executive vice president of HII and president of the Technical Solutions segment, reporting directly to Mike Petters. Green currently serves as corporate vice president of corporate development, with responsibility for all business development activities related to marine technical services and shipbuilding.
“The acquisition of Camber and the establishment of our Technical Solutions segment under Andy’s leadership builds upon our strong heritage as a valued and trusted partner to our customers,” Petters said. “Moreover, the combination of Camber and our existing services businesses provides an excellent platform for future growth and value creation for our shareholders.”
A fact sheet with additional information about the Camber acquisition and the newly formed Technical Solutions segment can be found on the Investor Relations page of the HII website at www.huntingtoningalls.com.
Camber was founded in 1990 and within five years was named to Inc.’s list of fastest-growing companies in the United States, specializing in aviation sensors and simulations; chemical, biological, radiological, nuclear and explosives (CBRNE) research and development; training and logistical support; information technology support; and training. Camber has continued to add highly specialized capabilities to its portfolio of services, including agile software engineering and IT; all hazards; modeling, simulation and training; unmanned systems, intelligence analysis and operations; and engineering and management. Camber is headquartered in Huntsville, Alabama, and has a major workforce concentration in the Washington, D.C., area and other locations in the U.S. and around the world, including Europe, the Middle East and Asia. For more information, visit: www.camber.com.
Huntington Ingalls Industries is America’s largest military shipbuilding company and a provider of engineering, manufacturing and management services to the nuclear energy, oil and gas markets. For more than a century, HII’s Newport News and Ingalls shipbuilding divisions in Virginia and Mississippi have built more ships in more ship classes than any other U.S. naval shipbuilder. Headquartered in Newport News, Virginia, HII employs nearly 35,000 people operating both domestically and internationally. For more information, visit:
Statements in this release, other than statements of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed in these statements. Factors that may cause such differences include: changes in government and customer priorities and requirements (including government budgetary constraints and changes in customer short-range and long-range plans); our ability to win new contracts and perform our contracts effectively; changes in procurement processes and government regulations and our ability to comply with such requirements; our ability to compete within our markets; our ability to effectively integrate Camber into our existing business operations and achieve projected operating results; our ability to achieve the results we expect from the formation of the new Technical Solutions segment; and other risk factors discussed in our filings with the U.S. Securities and Exchange Commission. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business, and we undertake no obligations to update any forward-looking statements. You should not place undue reliance on any forward-looking statements that we may make.