Essex to Acquire Windermere Group

Essex to Acquire Windermere Group 


COLUMBIA, Md., Jan. 7  /PRNewswire-FirstCall/ -- Essex Corporation (NASDAQ:
KEYW) announces that it has signed a Letter of Intent (LOI) to acquire The
Windermere Group, LLC.  Windermere is a privately held company headquartered in
Annapolis, Maryland (http://www.windermeregroup.com/), currently serving over
15 U.S. Government agencies and numerous commercial clients.  The acquisition
is subject to customary due diligence, negotiation of definitive documents, and
closing conditions and is expected to close during Q1 2005. Windermere has over
370 employees (most of whom hold high level security clearances) with annual
revenues as reported by Windermere of over $64 million, and a central focus on
support to the U.S. intelligence and defense communities.

"I believe this acquisition will add depth and breadth to our technical
capabilities and will expand our customer base and presence within the
intelligence community," according to Leonard Moodispaw, CEO and President of
Essex Corporation.  "Essex remains focused on providing information superiority
solutions to the intelligence and defense communities.  I believe these new
capabilities provided by Windermere, which include a large information
assurance business unit, and the expanded customer base will accelerate the
positioning of Essex as the total solutions company I have described frequently
during the past year."

"The importance and funding of the intelligence community has never been
greater," according to Lt. Gen USAF (ret.) Kenneth Minihan, former Director of
the National Security Agency and advisor to Essex Corporation.  "Combining the
capabilities and resource of these two companies will create an impressive new
weapon in the fight for information superiority."

"Merging the resources and capabilities of Essex and Windermere is an important
and very positive event for both our customers and our employees," stated Ray
Tate, CEO of The Windermere Group.  "We are looking forward to uniting the
visions of Essex and Windermere to become what I believe will be a new prime
source of technology and solutions for achieving information superiority."

In connection with the proposed acquisition, Essex has agreed to provide
Windermere a bridge loan of $25 million to facilitate the purchase by
Windermere of the equity interest of a minority shareholder. The loan is
guaranteed by all of the remaining equity holders of the company and its
subsidiaries and secured by their equity interests in the company.  The loan is
repayable with interest in the event that the acquisition is not completed by
July 6, 2005.

About Essex:  Essex provides advanced signal, image, and information processing
solutions primarily for U.S. Government intelligence and defense customers. We
create our solutions by combining our services and expertise with hardware,
software, and proprietary and patented technology to meet our customers'
requirements.  For more information contact Essex Corporation, 9150 Guilford
Road, Columbia MD 21046; Phone [phone]; Fax [phone]; E-mail , or on
the Web at http://www.essexcorp.com/.

This press release may contain "forward-looking statements" within the meaning
of the United States Private Securities Reform Act of 1995.  These statements
are based on management's current expectations and are subject to risks,
uncertainty and changes in circumstances, which may cause actual results,
performance or achievements to differ materially from anticipated results,
performance or achievements.  All statements contained herein that are not
clearly historical in nature are forward looking.  The forward-looking
statements in this release include statements addressing the following
subjects:  a potential acquisition, future financial condition and operating
results.  Economic, business, competitive and/or regulatory factors affecting
Essex's businesses are examples of factors, among others, that could cause
actual results to differ materially from those described in the forward-
looking statements.

More detailed information about these and other factors is set forth in Essex's
Quarterly Report on Form 10-Q for the fiscal Quarter ended September 26, 2004. 
Essex is under no obligation to (and expressly disclaims any such obligation
to) update or alter its forward-looking statements whether as a result of new
information, future events or otherwise.

   Essex Contact: Leonard E. Moodispaw
                  CEO & President
                  301.939.7000


DATASOURCE: Essex Corporation



CONTACT: Leonard E. Moodispaw, Essex CEO & President, [phone]



Web site:  http://www.essexcorp.com/

http://www.windermeregroup.com/ 

Copyright