Citi Capital Strategies Advises ProLogic Incorporated on Its Acquisition by Ultra Electronics Holdings plc

NEW YORK--(BUSINESS WIRE)--ProLogic Incorporated (“ProLogic” or the “Company”) has been acquired by U.K.-based defense and aerospace firm, Ultra Electronics Holdings plc (“Ultra”). The transaction is subject to regulatory approval.

Citi Capital Strategies, a division of Citigroup Global Markets Inc. and a leading provider of investment banking services to privately held businesses, served as the exclusive financial advisor to ProLogic. The Citi Capital Strategies M&A team consisted of Ted Polk, Managing Director (Chicago, Illinois), Matt De La O, Director (Washington, D.C.) and Frantz Casseus, Associate (Washington, D.C.). As part of the transaction, Ultra paid initial cash consideration of $50 million. In addition, Ultra will pay $5 million as a retention incentive for key staff and a further sum of up to $8 million will be paid to the selling shareholders if certain growth targets are met over the next three years. On a pro-forma basis, ProLogic’s revenue on a full-year basis for 2007 would have been about $50 million with an EBIT margin of about 10%.

ProLogic provides specialized products and solutions for mission-critical enterprise IT, tactical data communication systems and intelligence processing infrastructures, as well as independent IT consulting services to US government customers. ProLogic’s core competencies are systems engineering and integration, software development and enterprise engineering & operations.

The Company is a leader in the following market niches, for each of which there are fundamental drivers of long-term growth:

• tactical data links
• cryptographic remote re-keying
• advanced battlespace management systems with a focus on geospatial data
• remote and unattended sensor system integration and planning

ProLogic’s headquarters is in Fairmont, West Virginia and it operates from thirteen locations in twelve states. The Company employs about 300 staff, of which nearly two-thirds hold security clearances of Interim Secret or higher. ProLogic has five facilities which have Top Secret clearance.

The acquisition of ProLogic will be financed using Ultra’s existing facilities and is expected to be earnings accretive in 2008. The closing of the transaction is subject to completion of the CFIUS review process and is expected to occur in no later than 30 days.

Citi Capital Strategies

Citi Capital Strategies is a leading investment bank dedicated to serving the needs of closely held and family owned businesses. Citi Capital Strategies specializes in mergers, acquisitions, recapitalizations, ESOPs, corporate real estate investment banking services, and capital solutions for private businesses. Citi Capital Strategies is a division of Citigroup Global Markets Inc. Member SIPC. For more information, visit our website at www.citicapitalstrategies.com.

ProLogic Incorporated

ProLogic Incorporated is a fast growing Information Technology service provider to the Federal government. The company specializes in software development, system integration, and IT services. ProLogic has more than 300 employees and is headquartered in Fairmont, West Virginia.

Ultra Electronics Holdings plc

Ultra Electronics Holdings plc (“Ultra” or the “Group”) is a group of specialist advanced technology businesses that design, manufacture and support electronic and electromechanical systems, sub-systems and products for defense, security, aerospace and transport applications worldwide.

Ultra, which employs 3,100 people in the UK and North America, focuses on high integrity sensing, control, communication and display systems with an emphasis on integrated information technology solutions. The Group concentrates on obtaining a technological edge in niche markets, with many of its products and technologies being market leaders in their field.

Ultra’s products and services are used on aircraft, ships, submarines, armored vehicles, surveillance systems, airports and transport systems around the world. Ultra also plays an important role in supporting prime contractors by undertaking specialist system and sub-system integration using the combined expertise of the Group businesses.

Ultra is organized into three divisions as follows: Aircraft & Vehicle Systems; Information & Power Systems; and Tactical & Sonar Systems.