Market Overview

CACI Announces Proposal to Acquire CSRA for $44.00 Per Share


CACI International Inc (NYSE:
) a leading information solutions and services provider to the
federal government, today announced that it has made a proposal to
acquire all outstanding shares of CSRA Inc. (NYSE:CSRA), a leading
provider of next-generation IT solutions and professional services to
government organizations, for $44.00 per share in cash and stock.

CACI's proposal includes a cash component of $15 per share and a stock
component in the form of CACI stock at a fixed exchange ratio of 0.184
shares of CACI common stock for each share of CSRA stock.

The acquisition of CSRA by CACI would unite two businesses with
long-term customer relationships, complementary capabilities and
substantial presence in high-growth markets. Bringing together CACI's
mission solutions and services with CSRA's broad range of
next-generation enterprise capabilities would create a company able to
provide customers with solutions that link domain and mission knowledge
with industry-leading enterprise support offerings. The combination with
CSRA would further capitalize on this opportunity for growth, amplifying
both CACI's and CSRA's position in key market areas and improving the
value proposition and customer footprint.

The acquisition proposal represents an 8% premium over the price CSRA's
shareholders would receive in the announced transaction with General
Dynamics (GD). The combination would allow CSRA's shareholders to
participate in the long-term growth of the combined company. CACI
expects to realize $165 million annually in net run-rate cost
synergies—a substantially greater figure than the synergies contemplated
by the GD transaction, affording both CACI's and CSRA's shareholders the
opportunity to participate in additional value creation.

As announced in a separate press release today, CACI is in a strong
position for future growth, and is raising its net income and diluted
earnings per share guidance, as well as the lower end of its annual
revenue guidance for Fiscal Year 2018. CACI's strong financial outlook
underscores the significant value-creation opportunities in the proposed

Additional information regarding CACI's proposal is included in a letter
that CACI delivered to CSRA's Board of Directors on March 16, 2018,
which CACI is furnishing as an exhibit to a Form 8-K.

CACI has committed financing in place for the proposed transaction and
therefore its proposal is not subject to any financing contingency.
CACI's Board of Directors unanimously approved the proposal, which is
not subject to any further due diligence. CACI expects that a
transaction could close by July 31, 2018, subject to approvals by CACI's
and CSRA's shareholders.

J.P. Morgan Securities LLC is acting as lead financial advisor to CACI.
Gibson, Dunn & Crutcher LLP is acting as legal advisor to CACI.

About CACI

CACI provides information solutions and services in support of national
security missions and government transformation for Intelligence,
Defense, and Federal Civilian customers. CACI has a significant track
record of acquiring and successfully integrating companies. A Fortune
Magazine World's Most Admired Company in the IT Services industry, CACI
is a member of the Fortune 1000 Largest Companies, the Russell 2000
Index, and the S&P SmallCap600 Index. CACI's sustained commitment to
ethics and integrity defines its corporate culture and drives its
success. With approximately 18,700 employees worldwide, CACI provides
dynamic career opportunities for military veterans and industry
professionals to support the nation's most critical missions. Join us!

Forward-Looking Statements

This document contains "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. You can
identify these statements and other forward-looking statements in this
document by words such as "may", "will", "would", "expect",
"anticipate", "believe", "estimate", "plan", "intend", "continue", or
similar words, expressions or the negative of such terms or other
comparable terminology. These statements include, but are not limited
to, the benefits of the business combination transaction involving CACI
and CSRA, including the combined company's future financial and
operating results, plans, objectives, expectations and intentions, the
achievement of CACI's financial guidance, and other statements that are
not historical facts. Such statements are based upon the current beliefs
and expectations of CACI's management and are subject to significant
risks and uncertainties. Actual results may differ from those set forth
in the forward-looking statements.

The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: a
decision by CSRA not to enter into the proposed transaction with CACI;
the ability to obtain governmental approvals of the transaction on the
proposed terms and schedule; the failure of CACI's stockholders and
CSRA's shareholders to approve the transaction; the failure of the
transaction to close for any reason; the risk that the businesses will
not be integrated successfully; the risk that anticipated cost savings
and any other synergies from the transaction may not be fully realized
or may take longer to realize than expected; the potential impact of the
announcement or consummation of the proposed transaction on
relationships, including with employees, suppliers, customers and
competitors; changes in general economic, business and political
conditions, including changes in the financial markets; significant
competition; compliance with extensive government regulation; the
combined company's ability to make acquisitions and its ability to
integrate or manage such acquired businesses. Additional risks and
factors are identified under "Risk Factors" in CACI's Annual Report on
Form 10-K filed on August 21, 2017, which is on file with the Commission.

You should not rely upon forward-looking statements as predictions of
future events because these statements are based on assumptions that may
not come true and are speculative by their nature. CACI does not
undertake any obligation to update any of the forward-looking
information included in this document, whether as a result of new
information, future events, changed expectations or otherwise.

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