Jacobs Engineering Group (JEC) said pre-market Monday it has agreed to acquire KeyW, a national security provider of advanced engineering and technology solutions, for 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, the company said.
Under the terms of the deal, Jacobs will initiate a tender offer to acquire all the outstanding shares of KeyW for $11.25 per share in cash, reflecting a premium of approximately 43% to KeyW’s closing stock price on April 18. The engineering firm will then acquire any remaining shares of KeyW not tendered in the offer through a second-step merger at the same price. The transaction, which was already approved by the boards of both companies, is expected to close by Aug. 31, Jacobs said.
The acquisition directly aligns with Jacobs’ Aerospace, Technology and Nuclear transformational strategy of delivering services for highly technical and high-consequence government priorities, the engineering firm said.