Affiliates of H.I.G. Capital complete tender offer to acquire NCI

H.I.G. Capital, LLC (“H.I.G.”), a global private investment firm, has announced the successful completion of the previously announced USD 20.00 per share cash tender offer for all of the outstanding shares of common stock of NCI, Inc. (NASDAQ:NCIT), the company said.

The tender offer, which was made pursuant to the Agreement and Plan of Merger entered into by NCI and private funds managed by an affiliate of H.I.G. on July 2, 2017, expired at 12:00 midnight, New York City time, on August 12, 2017 (one minute after 11:59 p.m., New York City time, on August 11, 2017).

A total of 7,424,366 shares of Class A common stock of NCI (excluding 222,752 shares tendered by guaranteed delivery) and 4,500,000 shares of Class B common stock, collectively representing approximately 82.0% of the voting power of the shares of Class A and Class B common stock outstanding on a fully diluted basis (assuming that the shares of Class B common stock will convert to Class A common stock upon consummation of the tender offer, the exercise of all options and the vesting of all restricted stock awards), were tendered into and not withdrawn from the tender offer.

According to the terms of the tender offer, all such NCI shares (and any additional shares tendered by guaranteed delivery unless actual delivery does not occur) have been irrevocably accepted for payment, which will be made promptly.

Promptly following completion of the tender offer, H.I.G. and NCI intend to complete the acquisition of NCI by merging it with an affiliate of H.I.G. pursuant to Section 251(h) of the General Corporation Law of the State of Delaware.

As a result of the tender offer and the merger, NCI will become a privately held, indirect wholly owned subsidiary of an affiliate of H.I.G. and NCI´s common stock will cease trading on the NASDAQ Global Select Market. The merger is expected to be completed on Tuesday, August 15, 2017.

NCI is a provider of enterprise solutions and services to US defense, intelligence, health and civilian government agencies. The company has the expertise and proven track record to solve its customers´ most important and complex mission challenges through technology and innovation.

H.I.G. is a global private equity and alternative assets investment firm with over USD 21 billion of equity capital under management. Based in Miami, and with offices in New York, Boston, Chicago, Dallas, Los Angeles, San Francisco, and Atlanta in the US, as well as international affiliate offices in London, Hamburg, Madrid, Milan, Paris, Bogotá, Rio de Janeiro and Mexico City, H.I.G. specializes in providing both debt and equity capital to small and mid-sized companies, utilizing a flexible and operationally focused/ value-added approach.