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Aug. 4, 2003

Factual Data, a CIVC Partners Portfolio Company, to be Acquired by Kroll Inc.

New York, NY and Loveland, CO — Kroll Inc. and Factual Data Corp. announced today that they have executed a definitive agreement for Kroll Inc., the global risk consulting company, to acquire Factual Data Corp. for approximately $115 million. Headquartered in Loveland, Colorado, Factual Data is a leading provider of a wide range of customized information services that assist businesses across the United States in making mortgage lending, employment screening, resident screening, bulk loan acquisition, and other critical business decisions.

Under the agreement, the purchase price is expected to be $17.50 for each outstanding share of Factual Data common stock, payable 80% in cash ($14.00) with the balance in Kroll common stock ($3.50), based on a floating exchange ratio subject to a 10% collar above and below $26.51. The acquisition was unanimously approved by Kroll’s and Factual Data’s board of directors.

"Factual Data leads the industry in analyzing information and delivering it over the Internet with the speed, reliability, accuracy and customization that clients demand," stated Michael G. Cherkasky, president and chief executive officer of Kroll Inc. "Its portfolio of decision intelligence solutions is a clear fit with our mission of mitigating clients’ risks, and its proprietary technology provides a ready-made platform for expanding our background screening capabilities into the financial services, real estate, consumer lending and other sectors where we wanted to launch new services." Cherkasky added the acquisition further benefits Kroll because Factual Data’s proprietary technology can be leveraged to deliver new services through Kroll’s sales channel and to provide a platform for developing and implementing in-house proprietary data products. In addition, with Kroll’s capital base, Factual Data gains the financial flexibility to continue to efficiently consolidate the highly-fragmented mortgage screening industry.

Upon closing, Factual Data chairman and chief executive officer, J. H. Donnan, will become president of a wholly-owned Kroll subsidiary named Kroll Factual Data, Inc., which will be a unit of Kroll’s Background Screening Group.

The transaction, which will be immediately accretive, is anticipated to close during the third quarter of 2003, subject to customary closing conditions.

Factual Data Corp.

Factual Data Corp. provides a wide range of customized information services to businesses across the United States, assisting them in making critical decisions, such as determining whether to make a mortgage or other loan, offer employment, accept new residents, or enter into a business relationship. Factual Data specializes in providing customized mortgage credit reports and other mortgage related services, consumer credit reports, employment screening, resident screening, and commercial credit reports. Factual Data's customers include mortgage lenders and independent mortgage brokers, consumer lenders, employers, property managers, and other business customers desiring information regarding creditworthiness and other matters. Additional information on Factual Data Corp. may be found at www.factualdata.com.

Kroll Inc.

Kroll Inc., the world's leading independent risk consulting company, provides a broad range of investigative, intelligence, financial, security and technology services to help clients reduce risks, solve problems and capitalize on opportunities. Headquartered in New York with more than 60 offices on six continents, Kroll has a multidisciplinary corps of more than 2,200 employees who serve a global clientele of law firms, financial institutions, corporations, non-profit institutions, government agencies and individuals. Kroll has five core business groups, including: Corporate Advisory & Restructuring Services, Consulting Services, Technology Services, Background Screening Services, and Security Services. Additional information on Kroll Inc. may be found at www.krollworldwide.com.

For more information, please contact:

Factual Data Corp.
Daena Lee, Investor Relations Specialist
970 663 5700, ext. 243

Kroll Inc.
Phil Denning, Manager, Investor Relations
212 833 3469

Press Contact

Patty Walker
CIVC Partners, LP
191 North Wacker Drive
Suite 1100
Chicago, Illinois 60606
Telephone: 312 873 7300
pwalker@civc.com

 
 
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