root9B Technologies Acquires IPSA International; Also Announces $7.3 Million Investment from a Leading Financial Institution

Feb 10, 2015, 07:00 ET from root9B Technologies, Inc.

NEW YORK, Feb. 10, 2015 /PRNewswire/ -- root9B Technologies, Inc. (OTCQB: RTNB), a leading provider of cybersecurity and regulatory risk mitigation services, today announced that it has acquired privately-held IPSA International, Inc. ("IPSA"), a global business investigative and regulatory risk mitigation company.  Total consideration consisted of cash and root9B Technologies common stock valued at approximately $15.5 million. The Board of Directors of root9B Technologies received a Fairness Opinion from Valuation Research Corporation.      

With offices in the U.S., Canada, U.K., U.A.E. and Hong Kong, IPSA provides its clients with anti-money laundering ("AML") solutions, investigative due diligence, litigation support and anti-bribery/corruption ("ABC") training and investigative services. IPSA's assignments include large-scale internal investigations, regulatory driven remediation and compliance reviews for Fortune 100 corporations, governments, banking and financial institutions, and law firms.

Based on audited financial statements for 2013, IPSA had revenue of $33.01 million and root9B Technologies had revenue of $26.4 million.     

"The acquisition of IPSA has considerably increased our solutions portfolio, financial scale, and geographic reach," said Joe Grano, Chairman and Chief Executive Officer of root9B Technologies. "IPSA provides a proven and reliable complement to the advanced cybersecurity services provided through our wholly owned subsidiary root9B, and the regulatory and risk mitigation services provided by our Business Advisory Solutions Group. Combining root9B Technologies and IPSA creates a best-in-class offering to assist our clients in dealing with the two most critical concerns in corporate America, cybersecurity and regulatory risk mitigation."

"This is a great day for our employees and customers," said Dan Wachtler, President and Chief Executive Officer of IPSA. "The combination of root9B Technologies' unique and next generation cybersecurity capabilities and IPSA's expertise in providing mitigation strategies, analysis, internal investigations and processes to deal with money laundering and bribery/corruption concerns will prove incredibly valuable to our clients looking for best-in-class corporate governance."

Mr. Wachtler will continue as CEO of IPSA, which will become a wholly owned subsidiary of root9B Technologies.  He also joins root9B Technologies' Board of Directors.

$7.3 MILLION INVESTMENT 

root9B Technologies also announced that it has completed an agreement with a leading financial institution that will raise $7.3 million through the sale of approximately 6.6 million shares of root9B Technologies common stock. The investment will be made in two separate tranches, and is expected to be fully completed by February 2015.    

root9B Technologies will use a portion of the proceeds from the initial closing to finance the IPSA acquisition, including related fees and expenses. The remaining proceeds will be used for potential acquisitions, working capital, and planned capital expenditures, to include a state-of-the-art Cyber Operations Center that will provide corporate clients 24/7 active adversary pursuit (HUNT) within their respective enterprises.   

About root9B Technologies, Inc.
root9B Technologies, Inc. (OTCQB: RTNB) is a leading Cybersecurity, Regulatory and Risk Mitigation Company. Headquartered in New York City, root9B Technologies (formerly Premier Alliance) has been helping its clients deliver results that improve productivity, mitigate risk and maximize profit since 1995. Its clients range in size from Fortune 100 companies to mid-sized and owner-managed businesses across a range of industries, including local, state and federal government agencies. For more information, visit www.root9Btechnologies.com.

Forward Looking Statements
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on root9B's current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of root 9B's business. These risks, uncertainties and contingencies are indicated from time to time in root9B's filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Further, investors should keep in mind that root9B's financial results in any particular period may not be indicative of future results.  root9B is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.

This press release does not constitute an offer to sell, or a solicitation of an offer to purchase, any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer or solicitation would be unlawful.

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SOURCE root9B Technologies, Inc.



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