DOJ argues Booz Allen acquisition of Everwatch would negatively affect key NSA procurement

In a submission to the court, DOJ says the deal will affect upcoming signals intelligence tech solicitation OPTIMAL DECISION, which may be worth over $100 million.
The Booz Allen Hamilton Holding Corp office building is seen in McLean, Virginia, U.S. June 11, 2013. REUTERS/Kevin Lamarque/File Photo

The Department of Justice has warned that Booz Allen’s proposed acquisition of EverWatch will negatively affect a major signal intelligence modeling and simulation services procurement run by the National Security Agency.

In a court memorandum filed Friday, the department reiterated its challenge to the deal filed last month and cautioned that it “indeed already has, harmed competition in the relevant market.”

“EverWatch, a growing and innovative defense and intelligence contractor, has spent years building the capabilities and amassing the talent necessary to compete with Booz Allen for OPTIMAL DECISION,” the DOJ said in its submission to the court.

It added: “However, Defendants’ March 15, 2022 Merger Agreement substantially reduces EverWatch’s competitive threat to Booz Allen’s dominance by reducing the Defendants’ incentives to compete for OPTIMAL DECISION.”


According to the DOJ, OPTIMAL DECISION is the name of an upcoming competitive procurement for three contracts that Booz Allen has held for over two decades and that are valued at over $100 million.

In its latest memorandum submitted to a federal district court in Maryland, the DOJ also argued that a “quick look” analysis would in this case be appropriate and efficient.

Quick look analysis refers to a type of streamlined consideration applied in cases where a deal on the surface may appear anticompetitive but occurs in markets or contexts that are new, unusual or unfamiliar to traditional antitrust analysis.

The Department of Justice also in its latest filing dismissed Booz Allen’s claim that the transaction would increase competition and innovation within the signals intelligence technology market.

“Booz Allen is not a mom-and-pop shop without the resource to invest in itself – it had revenues of approximately $7.9 billion in the 2021 fiscal year. If Booz Allen wants to be nimbler and more innovative, it can invest in research and development,” the DOJ said.


DOJ’s submission comes after Booz Allen earlier this month challenged the DOJ for blocking the proposed deal, claiming the DOJ’s antitrust concerns are “imaginative” and “overreaching.”

Commenting on the submission, Booz Allen spokesperson Jessica Klenk said: “We continue to strongly disagree with the DOJ’s misguided characterization of this transaction and unequivocally reject any allegation of anticompetitive behavior. When viewed holistically, it is clear that this transaction would strengthen competition by enabling the combined company to compete against entrenched larger competitors.”

“Contrary to DOJ’s misleading claims, it remains the company’s intention to compete aggressively and independently for the as-yet-unreleased Optimal Decision RFP by offering the most advanced and innovative solutions in service of national security missions,” she added. “Booz Allen looks forward to demonstrating to a neutral Judge why, based on the complete facts, this transaction would enhance industry competition benefitting both the government customer and, ultimately, American taxpayers.”

The DOJ and NSA had not responded to a request for comment at the time of publication

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