Kroll Inc. to acquire Ontrack Data International, Inc.
~ Transaction Expected to be Immediately Accretive to Kroll’s EPS~
Acquisition Will Propel Kroll to a Leadership Position in Data Recovery, Electronic Discovery and Computer Forensics Marketplace
NEW YORK, April 2, 2002 -- Kroll Inc. (Nasdaq: KROL), the global risk consulting company, announced today that it has executed a definitive agreement to acquire all of the outstanding shares of ONTRACK Data International, Inc. (Nasdaq: ONDI) in a stock-for-stock merger. Ontrack is a leading provider of data recovery and electronic discovery services, which are often used to support investigations, litigation and other legal matters.
Under the agreement, the purchase price, payable in Kroll common stock, is expected to be $12.50 per each outstanding share of Ontrack common stock, subject to a collar. The purchase price will total approximately $140 million based on the number of shares of Ontrack common stock currently outstanding, plus issued stock options which will vest upon closing. The transaction is expected to be immediately accretive to Kroll's per share earnings upon closing. The transaction is anticipated to close late in the second quarter or early in the third quarter of 2002, subject to customary closing conditions including shareholder and regulatory approvals. The acquisition, which is intended to qualify as a tax-free reorganization for Federal income tax purposes, has been unanimously approved by Kroll's and Ontrack's boards of directors.
Ontrack, which had $55.8 million in revenues in 2001, specializes in recovering data from operating systems and storage devices, and in providing electronic discovery services to support investigations, litigation and other legal matters. For the fourth quarter 2001, Ontrack reported revenues of $16.5 million and net income of $1.2 million, or $0.12 per share. In a regular quarterly conference call with investors held February 6, 2002, Ontrack management said its 2002 total revenues would be in the range of $60.0 - $64.0 million and that its 2002 earnings per share would be in the range of $0.43 - $0.53. It is anticipated that Ontrack will have a minimum of $35.0 million of cash at closing. Ontrack has no debt.
"Ontrack has excellent growth and profit metrics and is an outstanding strategic fit for Kroll. Ontrack's expertise in recovering lost or corrupted data complements our traditional strength in information-gathering and analysis, and complements our mission of mitigating risk. This acquisition propels us into a leadership position in the high-growth electronic discovery and computer forensics market, which is anticipated to grow to more than $1 billion in the U.S. alone," said Michael G. Cherkasky, president and chief executive officer of Kroll Inc.
Cherkasky continued, "Although Kroll's electronic discovery and computer forensics operations have seen strong growth over the past two years, our strategic goals in this area could not be achieved through organic growth alone. This acquisition immediately gives Kroll a solid, scalable platform that will allow us to significantly expand the scope of our technology services."
"We fully expect to achieve the same results with Ontrack as we have with other key acquisitions that have been successfully integrated into and cross-sold through our platform," Cherkasky concluded.
"We are pleased to welcome Ontrack's management and employees to the Kroll team," said Jules B. Kroll, executive chairman of the board. "The strategic and operational fit between our two companies is superb. Now our prospects are even better, thanks to the increased demand for electronic discovery and computer forensics services stemming from the extensive number of accounting irregularities under investigation in the United States."
Upon closing, Ontrack President and Chief Executive Officer Ben F. Allen will be the president of a new Kroll business group, called the Data Recovery and Discovery Group, which will be created to incorporate both companies' electronic discovery and computer forensics operations.
"This is a great opportunity for Ontrack employees and shareholders," Allen said. "Kroll's blue chip corporate and law firm clientele will allow us to accelerate our sales strategy at a reduced cost and will provide an exceptional channel for increasing our revenue base in electronic discovery and computer forensics."
Allen further emphasized the international growth prospects for the business. "With both companies well-established in Europe, we will be presented with many cross-selling opportunities. Further, Kroll's offices in Asia and Latin America provide a springboard to continue the geographic expansion of our data recovery business." Kroll was advised in this transaction by Morgan Lewis Githens & Ahn and the law firms of Torys LLP and Kramer Levin Naftalis & Frankel LLP. Ontrack was advised by RBC Capital Markets and the law firm of Robins, Kaplan, Miller & Ciresi L.L.P.
Conference Call In conjunction with this announcement, the companies are hosting a conference call today, April 2, 2002, at 10:30 a.m. New York City time, to discuss the proposed transaction. Access to the call will be available either by dialing 1-888-665-1645 within the U.S. or 1-706-645-0410 from outside the U.S., or via Kroll's and Ontrack's web sites: www.krollworldwide.com and www.ontrack.com. A replay of the conference call will be available today beginning at 12:30 p.m. New York City time and will be available through midnight April 11th. To access the conference call replay, please dial 706-645-9291 and enter the following conference call identification number: 3716882.