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Titan Shares Fall as Deal Falls Apart
Washington Post Staff Writer Saturday, June 26, 2004; Page E01
Titan Corp.'s stock price fell 20 percent yesterday as its $2.2 billion acquisition by Lockheed Martin Corp. neared collapse. San Diego-based Titan failed to meet a deadline in the merger agreement yesterday to resolve a federal bribery investigation. Lockheed said Thursday it would not revise the cutoff date, giving it the option to terminate the merger. A Lockheed spokesman declined to comment on the company's options. Lockheed has not given Titan its decision on the merger, said Titan chief executive Gene W. Ray. In the meantime, the company is already looking beyond the potential end of the deal. "The opportunities are very good for the company as we look to the future," Ray said. Titan lost $3.71 a share to close at $14.53 on the New York Stock Exchange yesterday. Bethesda-based Lockheed lost 14 cents to close at $51.97. The acquisition, which was delayed twice, has been in limbo since the Justice Department launched a criminal investigation into whether Titan consultants bribed foreign officials. The Securities and Exchange Commission has also recommended civil charges against the firm. "I have never seen an acquisition fall apart in this way. It's highly unusual, but public companies crave [assurance] and Titan doesn't provide that right now," said Stuart McCutchan, publisher of Defense Mergers & Acquisitions. With the investigations and potential charges hanging over the company, Titan's future remains clouded. And the collapse of the deal would usher in a difficult transition back to the strategy of a stand-alone company, industry analysts said. The firm is likely to concentrate on resolving the investigations and reassuring workers about the future before entertaining other acquisition offers, they said. "If this deal does not go forward, it is more likely Titan will stop, clean up these issues before setting up deals," said Jon Kutler, chairman and chief executive of Quarterdeck Investment Partners LLC. Titan was not searching for a buyer when Lockheed approached the company several times, said Ray, and "we will not be looking as we go forward." A "handful" of employees in Titan's headquarters who expected to be made redundant by the acquisition have left, but there has been no exodus in the executive ranks, he said. The firm is still well-positioned in the information technology market, he said, pointing to a 21 percent increase in revenue to $458 million during the first quarter. The company is also on a team, led by Accenture, picked by the Department of Homeland Security to oversee and expand a program to track millions of foreign visitors as they cross American borders. The contract could become one of Titan's largest, Ray said. "If the deal doesn't go through we're excited about continuing the current growth plans," said Ray, who co-founded the company. "It's always been our objective to grow shareholder value and that's still our commitment."
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