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FOR IMMEDIATE RELEASE INVESTOR CONTACT: Rod Dorsey
Predictive Systems, Inc.
212-659-3468
MEDIA CONTACT: Carrie Dillon
Predictive Systems, Inc.
212-659-3476
PREDICTIVE SYSTEMS TO ACQUIRE GLOBAL INTEGRITY
Proposed Merger Positions Predictive Systems as a Global Leader in Burgeoning
Information Security Market
New York, NY - October 18, 2000 - Predictive Systems, Inc. (NASDAQ:
PRDS), a leading network infrastructure consulting firm, today announced it has
entered into a definitive agreement to acquire Global Integrity Corporation, a
wholly-owned subsidiary of Science Applications International Corporation
(SAIC), in a stock and cash transaction valued at approximately $107.6 million.
Under the terms of the agreement, Predictive Systems will issue
approximately 5.8 million shares of its common stock and up to approximately
$28.5 million of cash in exchange for all of Global Integrity's shares and
outstanding options. If Global Integrity achieves certain performance conditions
in calendar year 2001, an additional approximately $14.0 million in value will
be paid in cash and additional options. The acquisition will be accounted for as
a purchase and is expected to close within 60 days. The acquisition has been
approved by both companies' Boards of Directors and is subject to various
closing conditions.
The acquisition of Global Integrity, which provides information
security services to Fortune and Global 100 corporations, significantly enhances
Predictive Systems' client base and service offerings. Furthermore, the
acquisition will expand the company's global footprint with the addition of 130
employees and an office in Japan.
"While the Internet age has created unprecedented new opportunities for
businesses, it has also brought about new vulnerabilities and increased risks,"
said Robert Belau, co-founder and president of Predictive Systems. "In many
cases, the rapid rate at which corporations have come to rely on large,
distributed networks has outpaced the implementation of sound security practices
for their mission-critical systems."
"With only a handful of firms capable of providing sophisticated
security services on a global scale, Predictive Systems' acquisition of Global
Integrity - one of the top information security firms in the world - strongly
positions us to become a formidable leader in this high-growth global market,"
he continued.
"Combining Predictive Systems' top-tier network architecture and
management capabilities with Global Integrity's reputation and expertise in
information security services will provide incredible value and a consistent set
of security methodologies and services to clients around the world in industries
ranging from financial services to telecommunications," said Duane Andrews,
corporate executive vice president of SAIC and chairman of Global Integrity. "We
believe the combined entity will provide significant value to clients,
stockholders, and employees."
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Both Predictive Systems' and Global Integrity's Information Security
practices are focused on ensuring that the confidentiality, integrity, and
availability of all data and systems on businesses' networks are protected.
Together, the distinguished professionals in the combined organization will
provide a comprehensive suite of services, including:
o Information security risk assessments
o Information security policy development
o PKI and security system architecture and implementation
o Crisis management services, such as incident response, cyber
forensics, cyber litigation, and cyber profiling
o Vulnerability testing
o Security product analysis
With the acquisition, Predictive Systems' service offerings will be
expanded to include Global Integrity's growing Electronic Services (E-Services)
capabilities. Global Integrity's E-Services include monitoring of Web systems,
firewalls, VPNs, and intrusion detection systems, as well as Information Sharing
and Analysis Centers (ISAC) which provide clients with early warnings for cyber
threats and vulnerabilities. Additionally, Global Integrity operates the
Financial Services Security Labs (FSSL) on behalf of the Banking Industry
Technology Secretariat (BITS) and the Financial Services Roundtable.
Predictive Systems was advised by Robertson Stephens and SAIC and
Global Integrity were advised by J.P. Morgan & Co.
About Global Integrity Corporation
Global Integrity Corporation, a wholly owned subsidiary of Science Applications
International Corporation (SAIC) incorporated in 1998, began operations was in
1996 as the SAIC Center for Information Protection. Global Integrity's client
base includes Fortune and Global 100 financial, security, insurance, healthcare
and diversified financial corporations worldwide. With offices in the United
States, United Kingdom and Japan, Global Integrity employs more than 100 of the
top information security professionals in the industry. Headquartered in Reston,
Va., Global Integrity provides a full complement of e-business security
monitoring, incident response, consulting, engineering and information sharing
services to global financial institutions and major corporations with electronic
operations worldwide. Through groundbreaking initiatives such as the Financial
Services Security Lab and Information Sharing and Analysis Centers (ISAC),
Global Integrity has proven itself to be the leader in the nation's Critical
Infrastructure Protection. More information about Global Integrity can be found
at www.globalintegrity.com.
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About SAIC
SAIC, a Fortune 500 company, is the nation's largest employee-owned research and
engineering company, providing information technology, systems integration and
eBusiness products and services to commercial and government customers. SAIC
engineers and scientists work to solve complex technical problems in
telecommunications, national security, health care, transportation, energy, the
environment and financial services. With annual revenues exceeding $5.5 billion,
SAIC and its subsidiaries, including Telcordia Technologies, have more than
41,000 employees at offices in more than 150 cities worldwide. More information
about SAIC can be found on the Internet at www.saic.com.
About Predictive Systems
Predictive Systems, Inc. (NASDAQ: PRDS) is a leading network infrastructure
architect focused on building fast, reliable, secure networks for service
providers and global enterprises. The firm's BusinessFirst approach maps
technology solutions to business goals. Predictive Systems' clients include Bear
Stearns, BellSouth, Cisco Systems, DLJdirect , First Union National Bank,
Pfizer, Qwest Communications, and WorldCom. Headquartered in New York City,
Predictive Systems has regional offices throughout the United States. In Europe,
it has offices in London and Amsterdam. For additional information, please
contact Predictive Systems at 1-800-770-4958 or visit its home page at
www.predictive.com.
Predictive Systems, the Predictive Systems logo, BusinessFirst, e-frastructure,
e-readiness, and e-xplain are trademarks or registered trademarks of Predictive
Systems, Inc. All other brands or product names are trademarks or registered
trademarks of their respective companies.
This press release contains statements of a forward-looking nature relating to
future events or future financial results of Predictive Systems. Investors are
cautioned that such statements are only predictions and that actual events or
results may differ materially. In evaluating such statements, investors should
specifically consider various factors that could cause actual events or results
to differ materially from those indicated from such forward-looking statements,
including the matters set forth in Predictive Systems' reports, Predictive
Systems' ability to integrate the operations of Global Integrity into its
operations, Predictive Systems' ability to realize the expected benefits from
the acquisition, Predictive Systems' ability to maintain its position in the
industry, and the matters set forth in Predictive Systems' other documents filed
from time to time with the Securities and Exchange Commission.
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