Castellum, Inc. Announces Closing of GTMR Acquisition
March 23 2023 - 06:45AM
GlobeNewswire Inc.
Castellum, Inc. (NYSE-American: CTM), a cybersecurity and
electronic warfare services company focused on the federal
government, announces that it has closed its previously announced
acquisition of Global Technologies Management Resources, Inc.
(“GTMR”), a $10 million revenue government contractor based in
Hollywood, Maryland near Naval Air Station Patuxent River.
The transaction is immediately accretive on a
revenue per share, recurring cash operating profit per share (a
non-GAAP measure), and net income per share basis to Castellum. Pro
forma for the acquisition, Castellum’s revenue run rate now exceeds
$50 million. As a significant transaction under SEC Rule 3-05 of
Regulation S-X, an audit of GTMR’s 2022 financials is being done
and is expected to be completed within 60 days. The transaction was
structured to be a “tax-free” reorganization under Section 368 of
the Internal Revenue Code with just over 80% of the consideration
in the form of Castellum restricted common stock. Additional
details will be available on Form 8-K which Castellum will be
filing in the upcoming days at www.sec.gov.
“We are thrilled to announce the closing of the
GTMR acquisition,” said Mark Fuller, President and CEO of
Castellum. “In addition to adding significant new capability to
Castellum, strengthening our presence at Pax River, and being
immediately accretive for our shareholders, we also have a new,
important prime contract vehicle through which we plan to
accelerate our organic growth. Jim Morton is an excellent addition
to our management team and the roughly 60 new Castellum employees
will augment our talent as we scale the business. We look forward
to fully integrating GTMR into Castellum. We now shift our focus to
closing our other pending non-binding LOI, which we expect to do
within the next 10-20 days, as well as looking for our next
acquisition.”
About Castellum, Inc.
Castellum, Inc. (NYSE-American: CTM) is a
defense-oriented technology company that is executing strategic
acquisitions primarily in the cyber security and electronic warfare
services space - http://castellumus.com/.
Forward-Looking Statements:
This release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All forward-looking statements are inherently uncertain,
based on current expectations and assumptions concerning future
events or future performance of the company. Readers are cautioned
not to place undue reliance on these forward-looking statements,
which are only predictions and speak only as of the date hereof. In
evaluating such statements, prospective investors should review
carefully various risks and uncertainties identified in this
release and other filings made by the Company and disclose at
www.sec.gov. These risks and uncertainties could cause the
company's actual results to differ materially from those indicated
in the forward-looking statements. Specifically, the future
combined operating performance of Castellum and GTMR may not
achieve its targeted results if the integration takes longer than
expected or does not go as well as anticipated, and Castellum may
not close on its other pending non-binding LOI as it is subject to
execution of a definitive agreement or within the time stated in
this press release.
Contact:
Skyline Corporate Communications Group, LLC Lisa
Gray, Senior Account ManagerOne Rockefeller Plaza, 11th Floor New
York, NY 10020 Office: 646.893.5835 x1 Email: lisa@skylineccg.com;
info@castellumus.com
A photo accompanying this announcement is
available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/34dafa3b-ba93-4837-b360-04ec382e9c71
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