ManTech International Corporation acquired by THE CARLYLE GROUP

Financed via an all-cash corporate mechanism, this definitive agreement enables Carlyle to acquire complete control of the federal information technology contractor, ManTech. Under the strictly negotiated terms unanimously approved by the target's Board of Directors, public shareholders will receive $96.00 in cash for each outstanding share of common stock. This per-share consideration delivers a 32% premium over the unaffected closing price registered on February 2, 2022, prior to initial market speculation regarding a strategic review process, and a 17% premium compared to the final trading day before the official announcement. To secure the transaction's execution, stakeholders representing 49.2% of the target's current outstanding voting power have formally committed to a binding voting agreement in favor of the merger. The strategic rationale articulated by the acquiring private equity sponsor centers on leveraging its dedicated Aerospace and Government Services expertise to aggressively accelerate the target's technological innovation and expand its footprint within the federal government apparatus. This leveraged buyout occurs against a backdrop of rapid consolidation within the defense industrial base, echoing recent sector activity where the target itself previously absorbed Gryphon Technologies, and aligns with the Pentagon's heightened emphasis on stringent cybersecurity standards among defense contractors. The operation completes a comprehensive review of strategic alternatives initiated by the target's executive leadership, deliberately seeking a liquidity event that maximizes shareholder returns while providing institutional backing for future capacity expansion. The deal's execution was supported by a specialized advisory consortium: Goldman Sachs acted as the exclusive financial advisor to the target, with King & Spalding serving as legal counsel. Concurrently, the acquiring fund mandated Robert W. Baird & Co. for financial advisory services and retained Latham & Watkins to oversee the legal structuring. Subject to customary regulatory clearances and final shareholder approval, the definitive delisting and integration are scheduled to conclude during the second half of 2022.