ICF International Makes Offer to Acquire GHK Holdings Limited

Posted by admin on January 30th, 2012

FAIRFAX, Va.–(BUSINESS WIRE)–ICF International (NASDAQ:ICFI), a leading provider of consulting
services and technology solutions to government and commercial clients,
announced today that it is making a cash offer to acquire all of the
shares of GHK Holdings Limited (GHK). With its headquarters in London,
GHK is a multi-disciplinary consultancy serving government and
commercial clients on environment, employment, health, education and
training, transportation, social policy, business and economic
development, and international development issues. The transaction is
expected to close by the end of the first quarter, 2012.

“GHK is an excellent strategic fit for ICF, bringing multi-disciplinary,
highly educated, and motivated employees who have deep domain knowledge
in our key markets. This combination would significantly strengthen our
European presence with complementary services and create critical mass
for ICF in high-growth Asian markets”

Founded in 1973, GHK’s 150 employees provide high-end consulting
services in research and evaluation, financial and impact assessment,
and program management from four offices in Asia and five offices in
Europe. For 2011, GHK is expected to report revenues of approximately
US$ 30 million. The transaction is expected to be earnings neutral to ICF
in 2012.

“GHK is an excellent strategic fit for ICF, bringing multi-disciplinary,
highly educated, and motivated employees who have deep domain knowledge
in our key markets. This combination would significantly strengthen our
European presence with complementary services and create critical mass
for ICF in high-growth Asian markets,” said ICF International Chairman
and CEO Sudhakar Kesavan. “We have already won one project together and
are proposing jointly on others. We are confident that we will be able
to work in concert to significantly expand ICF’s Asia and Europe
advisory and implementation business.”

Mr. Kesavan added, “This transaction is an important element of our
strategy to replicate ICF’s U.S. track record in Europe and Asia. Jeanne
Townend, executive vice president for ICF, will relocate to London upon
the completion of this acquisition to oversee the integration of GHK and
lead the growth of our Europe and Asia business.”

“We are excited by the prospect of joining ICF, which gives us the
platform to make an even greater positive impact for our clients on key
issues, as well as provide enhanced opportunities for our employees,”
said GHK Chief Executive Paul Harris. “Both firms are recognized
knowledge leaders with established and successful track records in their
business areas.”

The combination of GHK with ICF would create value in several ways:

Add scale to ICF’s presence in Europe. GHK provides a
broader footprint of complementary services in Europe, including a
large presence in the United Kingdom and with the European Commission
(EC) in Brussels, and an office in Poland. This will allow growth in
the areas of environment, employment, health, education and training,
transportation, social policy, business, and economic development.
Provide scale to ICF’s Asia business. The combined firm will
have offices and significant presence in Beijing, Hong Kong,
Singapore, Bangkok, Manila, and New Delhi. This gives ICF excellent
size and scope to take advantage of business opportunities in the
areas of environment, health, education, economic development, energy,
and transportation from locations that are close to key customers.
Add depth in advisory capabilities in Europe and Asia. The
combined firm will be in a position to expand GHK’s advisory services
into implementation areas. This breadth will expand existing client
relationships and provide full service options to new clients in
health, energy, transportation, and development.

Revised 2012 Revenue Guidance

Taking into account both the planned acquisition of GHK and the recent
acquisition of Ironworks Consulting, ICF is increasing its preliminary
guidance for 2012 revenues to the range of $ 1.0 billion to $ 1.04 billion
from the prior $ 910 million to $ 940 million range and is increasing its
expected EBITDA margin range to 9.5 percent to 10.5 percent from the
prior 9 percent to 10 percent range. ICF will provide 2012 earnings per
share guidance when it releases its fourth quarter and full year 2011
results after the close of market on Wednesday, February 29, 2012.

About ICF International

ICF International (NASDAQ:ICFI) partners with government and commercial
clients to deliver professional services and technology solutions in the
energy, environment, and transportation; health, education, and social
programs; and homeland security and defense markets. The firm combines
passion for its work with industry expertise and innovative analytics to
produce compelling results throughout the entire program lifecycle, from
research and analysis through implementation and improvement. Since
1969, ICF has been serving government at all levels, major corporations,
and multilateral institutions. More than 4,000 employees serve these
clients worldwide. ICF’s website is http://www.icfi.com.

Caution Concerning Forward-Looking Statements

Statements that are not historical facts and involve known and unknown
risks and uncertainties are “forward-looking statements” as defined in
the Private Securities Litigation Reform Act of 1995. Such statements
may concern our current expectations about our future results, plans,
operations, and prospects and involve certain risks, including those
related to the government contracting industry generally; our particular
business, including our dependence on contracts with U.S. federal
government agencies; and our ability to acquire and successfully
integrate businesses. These statements include those that refer to ICF’s
current expectations about the acquisition of GHK. Other factors that
could cause our actual results to differ from those indicated in
forward-looking statements are included in the “Risk Factors” section of
our securities filings with the Securities and Exchange Commission.
Although ICF’s expectations are based on what management believes to be
reasonable assumptions, it cannot assure the expectations reflected in
this document will be achieved as they are subject to risks and
uncertainties that are difficult to predict and may be outside of ICF’s
control. Such risks and uncertainties include the possibility that the
benefits anticipated from the GHK and Ironworks transactions will not be
fully realized, the possibility the transaction may not close, and other
risks in connection with the proposed transaction. The forward-looking
statements included herein are only made as of the date hereof, and we
specifically disclaim any obligation to update these statements in the
future.