14 Juni 2002

Kroll Inc. Completes the Acquisition of ONTRACK Data International, Inc.

Acquisition Makes Kroll a Leader in the Data Recovery, Electronic Discovery, and Computer Forensics Marketplace

Untitled Document
14 Juni 2002

Kroll Inc. Completes the Acquisition of ONTRACK Data International, Inc.

Acquisition Makes Kroll a Leader in the Data Recovery, Electronic Discovery, and Computer Forensics Marketplace

Untitled Document
Kroll Expects Acquisition to be Accretive to 2002 EPS

NEW YORK, June 14, 2002 -- Kroll Inc. (Nasdaq: KROL), the global risk consulting company, today announced that it has completed the acquisition of ONTRACK Data International, Inc. (Nasdaq: ONDI), a leading provider of data recovery, electronic discovery, and computer forensics services, effective June 13, 2002. The transaction is a tax-free reorganization valued at approximately $150 million. Ontrack shareholders will receive 0.6447 shares of Kroll common stock per share of Ontrack. As a result, Kroll will issue approximately 7.9 million new shares of its common stock, including shares that may be issued upon the future exercise of Ontrack options that were assumed in the transaction.

Ontrack reported revenue of $55.8 million in 2001 and fully-diluted earnings per share of $0.01. For the first quarter ended March 31, 2002, Ontrack reported revenue of $15.1 million and fully-diluted earnings per share of $0.11. Ontrack had $35.3 million of cash on March 31, 2002.

"Through the acquisition of Ontrack, Kroll becomes a leader in the growing electronic discovery and computer forensics marketplace. Ontrack also brings expertise and technology in data recovery that complements our core strength in information gathering and analysis and provides a scaleable platform for growth," said Michael G. Cherkasky, president and chief executive officer of Kroll Inc. "Most important, with Ben Allen and his team joining Kroll, we expect a smooth integration and the continuation of the growth and profit performance that Ontrack has previously demonstrated."

With the completion of the acquisition, Ben F. Allen, president and chief executive officer of Ontrack, becomes a director of Kroll Inc. and president of Kroll's fourth business group, the Technology Services Group. This group, which combines Ontrack's 396 employees and Kroll's 13-person team of computer forensics professionals, will market its electronic discovery and forensics services under the new brand name - "Kroll Ontrack," while keeping the data recovery software and services under the brand name "Ontrack."

"We welcome the Ontrack team to Kroll," said Jules B. Kroll, executive chairman of the board. "Ontrack significantly expands our revenues, employee base, and service offerings. We look forward to pursuing the many opportunities of the global marketplace, and are especially eager to introduce Ontrack's electronic discovery capabilities to the more than 200 top-tier law firms with which Kroll has long-standing relationships."

"Our integration with Kroll creates exceptional opportunities for our employees and shareholders," said Ben Allen, president of Kroll's new Technology Services Group. "Kroll's blue chip client base, global presence, and complementary core businesses provide us with the catalyst for long-term growth and profitability."

About Kroll:
Kroll Inc. (Nasdaq: KROL), 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, resolve problems and capitalize on opportunities. Headquartered in New York with offices in over 60 cities on six continents, Kroll has a multidisciplinary corps of more than 2,000 employees and serves a global clientele of law firms, corporations, non-profit institutions, government agencies and individuals. Kroll has four core business groups: (1) Consulting Services, which provides business investigations and intelligence services, and financial services such as forensic accounting, business valuation, and corporate recovery; (2) Employee Screening, which provides employee and vendor background investigations, substance abuse testing, and video surveillance services; (3) Security Services, which provides institutional, architectural, and personal security services; crisis management and business continuity programs; and travel and political risk information; and (4) Technology Services, which provides data recovery, electronic discovery, and computer forensics services and software. For more information, visit krollworldwide.com.

About Kroll Ontrack:
Kroll Ontrack Inc., a new wholly-owned subsidiary of Kroll Inc., provides data recovery and electronic evidence services to help corporations, law firms, federal agencies, and individuals quickly and cost-effectively recover electronic information. Formerly known as ONTRACK Data International, Inc., Kroll Ontrack brings technology expertise to the world's leading risk consulting company Kroll. Kroll Ontrack operates as the "Technology Services Group" of Kroll, which is one of four business groups dedicated to serving the complex business of providing practical and integrated solutions to organizations worldwide to help safeguard them against risk. In addition, Kroll Ontrack also brings to the relationship award-winning PC utility software programs to help prevent critical data loss through a broad line of problem-solving, file-management and productivity utilities. Kroll Ontrack can be reached online at https://www.krollontrack.com.

Forward Looking Statements:
This press release contains forward-looking statements that involve risks, uncertainties, and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks, uncertainties and assumptions include risks that are described in the definitive joint proxy statement/prospectus dated May 10, 2002 with respect to the acquisition of Ontrack and as described in Kroll's Annual Report on Form 10-K for the year ended December 31, 2001 and in Ontrack's Annual Report on Form 10-K for the year ended December 31, 2001, as amended. If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, actual results could differ materially from their respective expectations in these statements.