Wyle Inc. to Acquire CAS, Inc.

Wyle Inc., a provider of high tech systems engineering, testing and information technology services, has entered into a definitive agreement to acquire CAS, Inc.

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August 11, 2010

Wyle Inc., a provider of  high tech systems engineering, testing and information technology services, has entered into a definitive agreement to acquire CAS, Inc., a division of ITT Corporation. CAS is a premier Huntsville-based provider of systems engineering and technical assistance services primarily to the U.S. Department of Defense. The combined entity will have pro forma 2009 revenues of approximately $1 billion.

"This is an important addition to Wyle's business portfolio as we continue to grow the company," said George Melton, Wyle chairman, CEO and president.

"With the addition of CAS, Wyle will significantly diversify its customer base.  The Navy and the Army will now be our largest customers. Additionally, while we have an existing presence in Huntsville, this acquisition will enhance our presence with key customers in this strategic market."

CAS, founded in 1979, is deeply embedded within the Huntsville Army community with long-term customer relationships and an impressive track record of growth. The organization will become a strategic business unit within Wyle's organization.

"With our engineering, systems analysis, simulation, software development, cost, planning, logistics and operational analysis capabilities and contracts, we are a perfect fit for Wyle's operations," said George Prueitt, CAS general manager. "Wyle already is doing those same things, albeit for other customers in the Navy and NASA, so they have a full understanding of our business."

Wyle intends to finance the acquisition with cash on hand, approximately $20 million of equity from its controlling shareholder, Court Square Capital Partners and affiliates, and approximately $200 million of incremental debt.  The acquisition will result in pro forma total leverage of approximately 5.5x. The acquisition may require an amendment under the Company's existing Credit Facilities. As such, Wyle has obtained committed financing from Barclays Capital and JP Morgan Chase in an amount sufficient to fund the acquisition and to refinance the existing Credit Facilities, if required. The closing of the acquisition is subject to review and approval by regulatory authorities such as the FTC and other customary closing conditions.