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ICF International to Acquire Mostra S.A.

ICF International (NASDAQ:ICFI), a leading provider of consulting services and technology solutions to government and commercial clients, announced today that it has signed a definitive agreement to purchase Mostra S.A., a leading communications firm based in Brussels with annual revenues of approximately $40 million. Mostra provides strategic communications capabilities that will greatly complement ICF’s policy work and enhance the company’s strategy of providing implementation services that leverage its advisory services.

Founded in 1986, Mostra is a fully integrated communications firm with some 140 employees offering end-to-end, multi-channel communications solutions to assist government and commercial clients in reaching out to their stakeholders and customers. The firm is a key provider of strategic communications to European Union institutions, in particular the European Commission, providing communications strategy and creation; content and editorial services; print, audiovisual, and web production; stakeholder management; social media campaigns; media relations; media buying and planning; and event organization. Its services will provide value to ICF’s European clients and significantly expand ICF’s global strategic communications services. The acquisition is expected to be accretive beginning in the second quarter 2014, and will be included in ICF’s 2014 guidance metrics, which will be announced in conjunction with the company’s 2013 fourth quarter earnings on February 26, 2014.

Mostra’s clients include most of the 33 European Commission’s Directorate Generals, the European Parliament, the Council of the EU, and private enterprise. In serving its European markets, Mostra has the capability to manage production of multilingual, multi-cultural content in 24 official European Union languages and all 28 European Union countries.

“ICF has a successful track record of leveraging advisory capabilities to provide implementation services, which we believe we can replicate with this acquisition,” said ICF International Chairman and CEO Sudhakar Kesavan. “Mostra is an excellent strategic fit, adding complementary capabilities that enhance our services across key markets throughout Europe, including health, social programs, and energy. With its leading market share position, and portfolio of long-term client engagements with the European Union, Mostra will be a stable platform to help drive and support growth of our international business.”

“We are pleased to join ICF, which we see as a strong partner in supporting our future growth,” said Alain Nandrin, co-founder and managing director, and Patrick Vastenaekels, co-founder and business development director for Mostra. “Our priorities and strategies are consistent, and together we look ahead to substantial opportunities for synergistic growth.”

The combination of Mostra with ICF creates value in several ways:

  • Augments ICF’s growth strategy in Europe: As the leading integrated communications provider to European institutions, Mostra will enable ICF to expand its services into a large strategic communications market that has grown substantially in size and sophistication in the last five years.
  • Adds breadth and depth to ICF’s European-based services: Mostra’s capabilities enhance ICF’s offerings in two dimensions:

    • It is complementary to ICF’s existing policy and advisory work with the European Commission – a strong growth market for ICF;
    • It is complementary to ICF’s extensive strategic communications capabilities in the United States and can benefit from ICF’s experience in combining best in class strategic communications offerings with the latest technologies.
  • Adds advisory capabilities in selected domains to Mostra’s services: ICF offers substantial industry-leading expertise in policy areas such as energy and the environment, education and employment, public health and economic development. These capabilities enhance communications solutions with in-depth understanding of client policies, stakeholders, and objectives.
  • Adds technology capabilities to Mostra’s strategic communications offerings: ICF offers its clients substantial interactive data capabilities, which are transforming the development of brand and customer relationships. These will greatly enhance Mostra’s ability to implement new technologies to enhance strategic communications engagements.
  • Creates opportunities for expansion outside of European institutions: ICF already has significant relationships with other European government departments, donor agencies, and commercial clients who interact from Europe with Asia, Africa, and the Middle East. By introducing Mostra’s integrated, multi-lingual, and multicultural capabilities to those clients, ICF can expand its service offerings to global clients.

About ICF International

ICF International (NASDAQ:ICFI) provides professional services and technology solutions that deliver beneficial impact in areas critical to the world’s future. ICF is fluent in the language of change, whether driven by markets, technology, or policy. Since 1969, we have combined a passion for our work with deep industry expertise to tackle our clients’ most important challenges. We partner with clients around the globe—advising, executing, innovating—to help them define and achieve success. Our more than 4,500 employees serve government and commercial clients from more than 60 offices worldwide. ICF's website is http://www.icfi.com.

Caution Concerning Forward-looking Statements

Statements that are not historical facts and involve known and unknown risks and uncertainties are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements may concern ICF’s current expectations about its future results, plans, operations and prospects and involve certain risks, including those related to the government contracting industry generally; ICF’s particular business, including its dependence on contracts with U.S. federal government agencies; and its ability to acquire and successfully integrate businesses. These statements include those that refer to ICF’s current expectations about the acquisition of Mostra. These and other factors that could cause ICF’s actual results to differ from those indicated in forward-looking statements are included in the "Risk Factors" section of ICF’s securities filings with the Securities and Exchange Commission. Although ICF’s expectations are based on what management believes to be reasonable assumptions, it cannot assure the expectations reflected in this document will be achieved as they are subject to risks and uncertainties that are difficult to predict and may be outside of ICF’s control. Such risks and uncertainties include the possibility that the benefits anticipated from the Mostra transaction will not be fully realized, the possibility the transaction may not close, and other risks in connection with the proposed transaction. The forward-looking statements included herein are only made as of the date hereof, and ICF specifically disclaims any obligation to update these statements in the future.

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