NICE Systems has entered into an agreement to sell its Intelligence division to Elbit Systems, for a total consideration of up to $157.9 million, subject to certain performance milestones and customary adjustments
NICE's Intelligence division offers solutions which provide law enforcement agencies, intelligence organizations and signal intelligence agencies with tools for generating intelligence from communications.
This divestiture will allow NICE to place greater focus on the execution of its long-term strategic plan and to focus on its core markets and business model.
Barak Eilam, CEO of NICE, said: "We are proud of the many years of success this division has enjoyed. As we continue to execute our long-term strategic plan, we have arrived at a juncture where we believe it is in our best interest to divest Intelligence in order to focus on the company's more synergetic, core businesses"
Eilam continued: "We are pleased to reach this agreement with a market leader such as Elbit Systems, which I am confident will ensure the continued success and growth of this important business, and serve as a good home for the division's customers and employees"
Subject to certain conditions and satisfaction of terms, the transaction is scheduled to close in early Q3, 2015. Within the structure of the agreement, NICE will receive $117.9 million in cash at the time of the closing. An additional amount of up to $40 million will be paid as earn-out, based upon the future business performance of the acquired division's activities.
Second Quarter and Full Year 2015 Guidance:
The previous annual guidance included the Intelligence division's full year contribution of $80 million in Non-GAAP revenue and $0.09 in Non-GAAP fully diluted earnings per share. The previous second quarter guidance included the Intelligence division's contribution of $20 million in Non-GAAP revenue and $0.03 in Non-GAAP fully diluted earnings per share. Beginning in the second quarter 2015, the company will present its results from continued operations on a pro forma basis with Intelligence division as a discontinued operation.
As a result of this agreement, the company is revising its guidance to exclude the Intelligence division's contribution from second quarter and full-year non-GAAP total revenues and non-GAAP fully diluted earnings per share.
The company now expects second quarter 2015 non-GAAP total revenues from its continued operations to be in a range of $229 million to $237 million (previous guidance: $249 million to $257 million), and second quarter non-GAAP fully diluted earnings per share from its continued operations to be in a range of $0.64 to $0.70 (previous guidance: $0.67 to $0.73).
The company now expects full-year 2015 non-GAAP total revenues to be in a range of $985 million to $1,005 million (previous guidance: $1,065 million to $1,085 million), and full-year non-GAAP fully diluted earnings per share to be in a range of $3.01 to $3.12 (previous guidance: $3.10 to $3.21).
The company expects the divestiture will be neutral to earnings in 2016.