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ANALEX SIGNS MERGER AGREEMENT WITH QINETIQ

20 Jan 07. Analex Corporation , a leading provider of mission-critical professional services to U.S. federal government clients, today announced that it has signed a merger agreement with QinetiQ (Nachrichten) North America Operations LLC, a leading technology development and technical services company and a subsidiary of the British firm, QinetiQ Group plc. Under the terms of the merger agreement, QinetiQ will commence a cash tender offer to acquire all of Analex’s outstanding shares of common stock for $3.70 per share. The merger agreement has been approved by the boards of directors of both companies.

Following completion of QinetiQ’s tender offer, any remaining shares of Analex common stock will be acquired by QinetiQ in a cash merger at the same per share price. The transaction will result in Analex becoming a wholly owned subsidiary of QinetiQ North America. The transaction is subject to customary conditions, including the receipt of regulatory approvals and the tender of at least the majority of the outstanding Analex shares.

Sterling Phillips, Analex’s Chairman and Chief Executive Officer, stated, “The merger with QinetiQ provides a significant premium over the current trading price of Analex common stock. The Board of Directors believes the transaction maximizes the value of Analex to stockholders. We believe the size, growth and global competitiveness of QinetiQ also provide excellent opportunities for Analex’s employees and customers.”

Commenting on the agreement, QinetiQ North America’s Chief Executive Officer Duane Andrews said, “Analex promises to be an excellent addition to the QinetiQ North America business profile, providing important new customer relationships within the security agencies, the Department of Defense and NASA as well as broadening our existing service offerings.” He continued, “Analex will further enhance QinetiQ North America’s position of being able to bid for a wider range of significant opportunities in the defense and security market place in North America.”

The Board of Directors of Analex and the Special Committee of the Board formed for purposes of this transaction each have unanimously approved the transaction and will recommend the transaction to the stockholders of Analex. Analex Corporation is being represented in this transaction by BB&T Capital Markets | Windsor Group, a division of Scott & Stringfellow, Inc., as its exclusive sell-side advisor and provided a fairness opinion relating to the transaction. Raymond James & Associates, Inc. also provided a fairness opinion relating to the transaction.

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