18 June 2002
Kroll Inc. completes the acquisition of ONTRACK Data International, Inc.
~ acquisition makes Kroll a leader in the data recovery, electronic discovery, and computer forensics marketplace ~Kroll Inc., the global risk consulting company, today announced that it has completed the acquisition of ONTRACK Data International, Inc., a leading provider of data recovery, electronic discovery, and computer forensics services, effective from June 13, 2002. The transaction is a tax-free reorganisation valued at approximately $150 million. Ontrack shareholders will receive 0.6447 shares of Kroll common stock per share of Ontrack. As a result, Kroll will issue approximately 7.9 million new shares of its common stock, including shares that may be issued upon the future exercise of Ontrack options that were assumed in the transaction. Ontrack reported revenue of $55.8 million in 2001 and fully-diluted earnings per share of $0.01. For the first quarter that ended March 31, 2002, Ontrack reported revenue of $15.1 million and fully-diluted earnings per share of $0.11. Ontrack had $35.3 million of cash on March 31, 2002. “Through the acquisition of Ontrack, Kroll becomes a leader in the growing electronic discovery and computer forensics marketplace. Ontrack also brings expertise and technology in data recovery that complements our core strength in information gathering and analysis and provides a scaleable platform for growth,” said Michael G. Cherkasky, president and chief executive officer of Kroll Inc. “Most important, with Ben Allen and his team joining Kroll, we expect a smooth integration and the continuation of the growth and profit performance that Ontrack has previously demonstrated.” With the completion of the acquisition, Ben F. Allen, president and chief executive officer of Ontrack, becomes a director of Kroll Inc. and president of Kroll’s fourth business group, the Technology Services Group. This group, which combines Ontrack's 396 employees and Kroll's 13-person team of computer forensics professionals, will market its electronic discovery and forensics services under the new brand name – “Kroll Ontrack,” while keeping the data recovery software and services under the brand name “Ontrack.” “We welcome the Ontrack team to Kroll,” said Jules B. Kroll, executive chairman of the board. “Ontrack significantly expands our revenues, employee base, and service offerings. We look forward to pursuing the many opportunities of the global marketplace, and are especially eager to introduce Ontrack’s electronic discovery capabilities to the more than 200 top-tier law firms with which Kroll has long-standing relationships.” “Our integration with Kroll creates exceptional opportunities for our employees and shareholders,” said Ben Allen, president of Kroll’s new Technology Services Group. “Kroll’s blue chip client base, global presence, and complementary core businesses provide us with the catalyst for long-term growth and profitability.”