SAN DIEGO, June 3 -- L-3 Communications Holdings Inc., a New York City-based maker of satellite and marine communications systems, said today it has agreed to purchase defense contractor Titan Corp. for a total of $2.65 billion at closing. L-3 said it will pay $23.10 per share in cash, or about $1.97 billion, for all of Titan's shares. It is also assuming about $680 million in debt as part of the deal. The transaction has been approved by the boards of directors of each company but is subject to approval by Titan shareholders and other closing conditions. Titan's board of directors is unanimously recommending that its shareholders approve the transaction. Concurrently, Titan has agreed to settle securities law class actions and derivative suits pending in both federal and state courts in California and the Delaware Court of Chancery. These settlements will become effective after the closing of the merger and after court approvals. Titan said that while no assurances can be made, it expects the merger to close prior to year end and possibly by the end of the third quarter. Based in San Diego, Titan provides information and communications systems and services to the Department of Defense, intelligence agencies and other federal government customers. It has approximately 12,000 employees and expected revenues for the full calendar year 2005 of approximately $2.4 billion. Frank C. Lanza, chairman and CEO of L-3 Communications, said, the merger will enable L-3 to penetrate new customer areas, and expand on existing ones, leading to opportunities in areas such as C3ISR (command, control, communications, intelligence, surveillance, and reconnaissance), naval warfare, technical services and network communications. Titan's capabilities will also broaden and enhance L-3's DHS participation in infrastructure protection and analysis of weapons of mass destruction and expand L-3's operational analysis and simulation offerings, he said. L-3 Communications provides intelligence, surveillance and reconnaissance systems, secure communications systems, aircraft modernization, training and government services and high-technology products. Its customers include the Department of Defense, Department of Homeland Security, US government intelligence agencies and aerospace contractors. For more information, visit: www.l-3com.com