Orbital Sciences has reached a definitive agreement to acquire the spacecraft development and manufacturing business of General Dynamics subsidiary, GD Advanced Information Systems. The transaction is subject to customary closing conditions and is expected to close in approximately four weeks. Houlihan Lokey advised Orbital in conjunction with this transaction.

The acquisition will enhance Orbital's already-established position in the growing market for national security space systems, including spacecraft used in intelligence and surveillance, missile tracking, space situational awareness and other operational defense missions.

The combination will also substantially strengthen the company's capabilities to design and manufacture Earth science, weather and climate monitoring, and space-based astronomy satellite systems.

By adding advanced medium-class spacecraft platforms to Orbital's existing small-satellite product line, it is expected to significantly expand the company's opportunities to serve customers in the U.S. Department of Defense, intelligence community and civil government agencies such as NASA and NOAA.

"There is a compelling strategic fit between Orbital's current satellite business and the General Dynamics spacecraft unit in terms of the markets and customers we serve, the types of satellite platforms we design and build, and the highly skilled and experienced engineering, manufacturing and operations professionals we count on to make this possible," said Mr. David W. Thompson, Orbital's Chairman and Chief Executive Officer. "I am very excited to add the technological know-how and practical experience of the GD satellite team to our company," he added.

Over the last 20 years, General Dynamics Advanced Information Systems (including a predecessor company, Spectrum Astro, Inc.) has developed and built 15 small- and medium-class satellites for the U.S. Air Force, NASA, U.S. Navy, Missile Defense Agency (MDA), and other government and commercial customers.

These include such recently-launched spacecraft as the Fermi/GLAST astronomy satellite for NASA, the C/NOFS space weather satellite for the Air Force, the GeoEye-1 commercial imaging satellite for GeoEye, Inc., and the NFIRE experimental satellite for MDA. These satellites have typically ranged from 500 to 4,000 Kg in initial mass and have been designed for operational lifetimes of three to seven years in a variety of low-Earth orbits.

General Dynamics' spacecraft unit is located in Gilbert, Arizona, 10 miles from Orbital's launch vehicle engineering and manufacturing facilities in Chandler, where the company currently employs approximately 1,300 people. Upon closing of the acquisition, about 325 new employees will join Orbital, most of whom are engineers, technicians and program managers, many with security clearances for sensitive U.S. Government programs.

As part of the transaction, Orbital will also acquire a state-of-the-art 135,000 square foot space systems manufacturing, integration and test facility that is one of the most modern and capable in the world, providing additional satellite manufacturing capacity to accommodate Orbital's anticipated growth for many years to come. Completed in 2005, this facility includes specialized thermal-vacuum, acoustic, vibration, shock and electromagnetic testing chambers and equipment, together with government-certified security provisions for high-classification programs.