Carlyle to Acquire ManTech for Approximately $4.2 Billion

May 16, 2022

On May 16 Herndon, Virginia-based ManTech International Corp. announced that it would be acquired by The Carlyle Group in an cash transaction valuing approximately $4.2 billion. ManTech reported that it had entered into a definitive agreement to be acquired by funds managed by Carlyle and that the intended sale was unanimously approved by ManTech’s Board of Directors. Assuming ManTech shareholders vote in favor of the transaction and regulatory approvals are reached, the deal is expected to close in the second half of the year.

“We have always admired ManTech’s unwavering commitment to support national security customers and their critical missions through differentiated capabilities and technology solutions. ManTech’s talented employees and leadership team have built a remarkable Company with strong market positions across the federal government,” said Dayne Baird, a managing director on Carlyle’s Aerospace & Government Services team. “Through this partnership, we look forward to leveraging our sector expertise and resources to accelerate growth and innovation and to drive greater value for customers and employees.”

“This announcement is an important milestone for ManTech and a testament to our growth and the leadership position we have built since our founding by George Pedersen more than 50 years ago,” said ManTech Chairman, Chief Executive Officer and President Kevin M. Phillips. “Following a comprehensive review of strategic alternatives, our Board determined that this transaction is in the best interest of our shareholders and provides them with the most compelling value maximization outcome, offering liquidity at a significant premium. We look forward to leveraging Carlyle’s deep knowledge and experience investing in and growing companies, as we deliver stronger outcomes for our customers and increased opportunities for our employees.” 

Under the terms of the transaction, ManTech shareholders will receive $96.00 per share in cash, which represents a 32% premium to ManTech’s unaffected closing share price of $72.82 on February 2, 2022, the last trading day prior to published media reports regarding a potential strategic process for the Company, and a 17% premium to the closing stock price of $81.97 on May 13, 2022. 

The company also reported that Goldman Sachs & Co. LLC is serving as exclusive financial advisor and King & Spalding LLP is ManTech’s legal counsel for the transaction. Robert W. Baird & Co. is serving as financial advisor and Latham & Watkins LLP is serving as legal advisor to Carlyle in connection with the transaction. 

ManTech had been providing mission-focused technology solutions and services for U.S. defense, intelligence and federal civilian agencies for more than 53 years.

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