Confidential—Internal Document
Acquisition Questions and Answers for DLH Danya Staff
Business/Operations
1. DLH Holdings Corp. (DLH) has acquired Danya International. What does DLH do?
How will Danya's services mesh with theirs?
DLH Holdings Corp. (DLH) and its subsidiary DLH Solutions, Inc., offer healthcare delivery
solutions, including medical and other professionals, as well as professional services, such as
case management, health and injury assessment, behavioral health and traumatic brain injury
management, medical systems analysis, and medical logistics. DLH also provides scientific
and technical services. Additionally, its contingency/staff augmentation line of service
provides disaster and emergency response services and civilian workforce augmentation
services. The company serves government agencies, including the Department of Veteran
Affairs, the Department of Defense, and other clients. Formerly known as Team Staff, Inc.,
the company changed its name to DLH Holdings Corp. in June 2012. The company was
founded in 1969 and is headquartered in Atlanta, Georgia.
DLH primarily has focused on serving veterans’ and defense agencies, helping to support
those who serve and have served our country and national security. Acquiring Danya will
expand DLH’s Federal Government support capabilities into civilian agencies within the
Department of Health and Human Services, as well as the Navy, providing the outstanding
monitoring and evaluation, training and technical assistance, and health marketing and
communications services Danya has been providing throughout the past 20 years.
DLH’s leadership team has been working closely with the leadership team at Danya during
this acquisition process, and it is clear that we have very compatible cultures and values.
DLH’s paramount values (Integrity and Trust, Performance Excellence, Embrace Diversity,
and Agility) mirror closely Danya’s values of Integrity, Quality, and Creativity.
2. How large is DLH?
DLH has annual revenues of $65 million and more than 1,200 employees. Combined with
Danya, revenues will be more than $110 million with more than 1,350 employees.
3. Why did Danya decide to sell/merge with another company at this time?
Government contracting has become much more competitive in recent years and, as most
people know, Danya’s current size prevents us from qualifying for many small business
opportunities. As a mid-sized business, Danya has had challenges competing with much
larger companies with more capabilities. By being acquired by another company, our new
combined size and capabilities will provide more opportunities for growth in this competitive
market.
This was an optimal time for Danya to be acquired by another company, given our recent
recompete wins of the NPIN, HIP, and Head Start contracts. These wins have provided us
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with an extended period of stability to strengthen our platform, working together with DLH,
to continue to grow, and not be so dependent on only a couple of key contracts for the
sustainability of the company.
4. Why does DLH want to acquire Danya?
DLH wants to expand their capabilities and support services, as well as their presence within
additional Federal agencies. There is very little overlap between the services DLH and Danya
currently provide, which expands both companies’ ability to compete in this tough Federal
contracting environment. In addition, many of the health and human service-related
capabilities and past performance that Danya possesses are very valuable to the Veterans
Health Services Administration and Department of Defense, where DLH has contacts,
access, and experience. The positive cultural fit and compatible values, combined with the
excellent reputations of both companies will strengthen us and expand our service offerings,
increasing our standing as a serious competitor across a number of agencies.
5. Why weren’t we told about the deal before now?
The process of an acquisition has to be held in strict confidence for a wide range of reasons,
in part because it is not a certainty that it will happen until the very last phase of the process.
In addition, with DLH being a publicly traded company, it was essential that we maintained
confidentiality until we completed the deal to avoid any potential for insider trading.
6. When will our clients be advised of this acquisition?
Danya has already informed our key clients of the acquisition, and we do not anticipate any
problems with the transition from a client perspective. We do not anticipate any major
changes on the projects as a result of the acquisition aside from changes that would normally
occur over time within contracts.
7. Does it make a difference that DLH is a publicly traded company? What does that
mean for us?
There will be no major impact on a day-to-day operational basis. However, there is more
rigorous quarterly financial reporting and sensitivities to confidential information, which we
will orient staff on in due time.
8. Will Danya’s name change?
The current plan is to use the name DLH Danya at least for the next 1–2 years. At some
point, it may make more sense to use one name, but we would determine that at a later time.
9. Is Danya Chief Executive Officer (CEO) Jeff Hoffman going to work with the new
company? In what capacity?
Jeff will continue to work as a senior advisor to the DLH Danya executive team as a parttime consultant supporting business development, customer and stakeholder relations,
corporate social responsibility issues, marketing, and operations.
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10. How will the organizational structure change? Will I report to a new manager or
department? Will there be any other immediate leadership changes?
Danya and DLH Solutions, Inc., will be wholly owned subsidiaries of parent company DLH
Holdings Corp. Zachary (Zach) Parker is CEO of DLH Holdings Corp. Fred Vago and Kevin
Wilson (both reporting to Zach) will remain as presidents of the respective subsidiary
companies. Kathryn JohnBull will serve as Chief Financial Officer for the combined
companies. The remaining organizational structures for the two subsidiary companies will
remain as-is for the time being. There may be some changes over time, as roles and
responsibilities evolve and/or expand.
11. What does wholly owned subsidiary mean? Will we remain a subsidiary for a period of
time or be completely absorbed immediately?
A wholly owned subsidiary is a company that is completely owned by another company. The
company that owns the subsidiary is called the parent company or holding company. As
mentioned previously, DLH Holding Corp will be the parent company to DLH Danya and
DLH Solutions, Inc. DLH Danya will remain a subsidiary for the foreseeable future.
12. What will it be like working for a new company? How will it affect our current
policies/procedures, culture, and values?
The DLH Danya culture will continue to be one that supports the Federal Government’s
social mission and that supports our clients and employees. We will maintain a friendly,
professional, flexible, and dynamic work environment while continuing to give attention to
the needs and concerns of all employees. As discussed previously, our culture and values will
remain constant—with respect, support, and fair treatment of all employees. Policies and
procedures generally will remain in effect but will evolve with time as they have done within
both companies.
13. Will our business focus and core principles change?
Our combined core values and principles will remain the same, as well as our business focus.
There will be a continued focus on growth, as has been the case for both companies.
14. Will Danya’s business size change given that we are considered a small business for
CDC’s NPIN contract? What will happen with our Atlanta operation and HIP task
order?
Yes, our business size will change. However, Danya will be able to maintain all contracts and
task orders awarded currently under NPIN. At this point, we also have been advised that even
with the business size change for Danya due to the DLH acquisition, we still will be able to
bid under NPIN for future task orders. Also, if we are unable to bid on new CDC contract
vehicles because of our classification change, then we will partner with one of our large or
small business partners in our efforts to continue to create growth and more opportunities for
new jobs and career advancement in the future. Together, DLH Danya will be vigorously
pursuing work opportunities at CDC.
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15. How does DLH CEO Zach Parker plan to guide internal staff communication moving
forward?
Zach realizes how important it is to understand and manage the dynamic between the
outgoing CEO, Jeff, and himself as the new incoming CEO. He plans to spend at least 50
percent of his time throughout the next several months in the D.C. metropolitan area to build
relationships and two-way communication, and to align people through his personal
engagement. For Zach, two-way communication is paramount and the common thread when
it comes to understanding and communicating his leadership style and values from the outset,
and listening to and encouraging alignment across DLH and Danya. During the transition
period, we will put into place a communications plan to keep all employees up to speed on
activities. This plan will include things such as Employee Perspective Focus Groups where
Zach will meet with small groups of non-management employees in “What’s Up?” sessions.
He and other members of the DLH Danya leadership team also will use informal “brown
bag” lunches to convey work information that will enhance staff knowledge about non-work
or job-specific issues and ideas.
Infrastructure/Human Resources (HR)/Accounting/Administration—Facilities
1. What are some of the benefits of this acquisition for us?
The goal of this acquisition is to grow the combined companies, which will create more
opportunities for advancement, career growth, and exploration of new roles and
responsibilities for employees for both companies.
2. Will DLH conduct an equity review to see how staff titles and compensation fit within
their current organizational structure and HR policies?
Yes, this process will occur over time with the full involvement of both DLH’s and Danya’s
leadership and management team.
3. Will this acquisition cause us (Danya) to relocate our Silver Spring Headquarters?
While we have been looking at different locations throughout the last several months, based
on a competitive new leasing deal, we will be remaining in our current Silver Spring offices.
In light of our expanding virtual workforce, we will consolidate and upgrade our Silver
Spring space to the 11th and 12th floors within the next 60–90 days. This will allow us to
concentrate more resources on new business development and continue to streamline and
strengthen our infrastructure support.
4. Will any DLH staff be co-located with Danya staff (that is, in the same physical office)?
Yes, we already have co-located the Danya Atlanta staff within the DLH offices. A few
members of the DLH leadership and staff will co-locate to Danya’s Maryland office. We
intend to call both the Atlanta and D.C.-area offices DLH Danya Headquarters.
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5. Will my position be eliminated? If so, will I receive a severance package?
We are not anticipating any positions being eliminated as a result of the acquisition. If any
positions are eliminated due to projects ending or any restructuring that normally occurs in
the company, we will grant severance in accordance with the existing policy at that time. We
anticipate that Danya’s policies and employee benefits will remain the same throughout the
remainder of 2016. We will revisit these policies and benefits for 2017 as has been the
practice in previous years.
6. Will my role and responsibilities change?
At the moment, we have no plans to make any immediate changes. With time, some
employees’ roles and responsibilities may change, as occurs in all companies. Management
will discuss any changes with the employees affected.
7. Will there be any salary adjustments?
We do not anticipate any immediate changes. Salary adjustments may be made over time in
accordance with any changes in roles and responsibilities.
8. How will the acquisition affect my benefits (that is, medical, life, PTO hours)? What
happens to our 401(k) accounts? Do they roll over to DLH, do they remain separate
without additional contributions, or do we get an opportunity to choose?
All of your current benefits will remain in effect for 2016 as mentioned previously. You will
not lose any of your 401(k) as a result of the acquisition, and you will be eligible to continue
to participate in the current plan. We will provide more information for 2017 at a later time.
9. Will remote staff still have the ability to work virtually?
Yes, we actually anticipate increasing flexibility in virtual working, but this will depend on
the specific nature and requirements of each position.
10. What will be the process for making employment-related decisions (for example, hiring,
promotions, terminations, employee relations)?
Management will continue to make employment-related decisions in concert with HR and in
accordance with the companies’ existing policies and procedures for the time being.
11. Will there be a change in the approval process that we have in place now for things
such as leave, expense reports, purchases, etc.?
The process for approvals will be reviewed and updated; however, we anticipate that it will
continue to function in a similar manner.
12. Do you foresee a change in our infrastructure support from Dataprise? [Dataprise plays
a critical role for the HIP project.]
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DLH and Danya will continue to evaluate the role of Dataprise and all other vendors, with
input from all of the key stakeholders, as has been the practice of both companies in the past.
13. What will the integration process look like?
The integration process will occur slowly over time. Both DLH Solutions and DLH Danya
will remain an independent subsidiary and continue to operate as it has in the past. Keep in
mind that the organizational structure and many other aspects of both companies have
changed over time and will continue to do so organically.
14. How can I learn more about the other company and how they do business?
We will provide a series of meetings and communications about both companies, as well as a
celebration event to announce the acquisition to clients and partners.
15. Who should we contact if we have additional questions/concerns?
You can address any additional questions or concerns to your supervisor as well as any
benefits-related questions to HR.
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