Filed by Datron Systems Incorporated pursuant to Rule 425 under
the Securities Act of 1933 and deemed filed under Rule 14d-9(a) of
the Securities Exchange Act of 1934
Subject Company: Datron Systems Incorporated
File No. 0-7445
DATRON SYSTEMS COMMENTS ON L-3 COMMUNICATIONS'
"WILLINGNESS TO PROCEED"
VISTA, CA - July 5, 2001 - Datron Systems Incorporated
(Nasdaq: DTSI) today confirmed that its Board of Directors has
determined that L-3 Communications Corporation's (NYSE: LLL)
"willingness to proceed" with an all-cash offer of $52 million,
"subject to completion of a definitive purchase agreement," for the
outstanding shares of Datron's common stock is not superior to the
previously announced transaction with The Titan Corporation (NYSE:
TTN). On June 24, 2001, Datron entered into a definitive agreement
to be acquired by Titan, for approximately $51 million, or $16.00
per fully diluted share, in Titan common stock.
In a letter to L-3 Communications dated July 3, 2001, David A
Derby, Datron Systems' chairman, president and chief executive
officer, stated on behalf of the Board that L-3's letter of June 28,
2001, did not constitute a superior offer to the transaction
documented in Datron's agreement with The Titan Corporation. Mr.
Derby's letter also highlighted the fact that certain key
assumptions on which L-3's proposed price was based were not valid
and that the possibility of a transaction with L-3 was speculative
and entirely contingent upon L-3. Furthermore after Datron had
presented considerable non-public business information to L-3 in
2000 under a confidentiality agreement and after L-3 had performed
due diligence, L-3 had expressed "no interest."
Mr. Derby added, "Datron's Board has fulfilled its fiduciary
obligations in good faith by accepting a firm offer from Titan rather
than risking the repetition of L-3's previous behavior on an expression
of interest that was deemed to be speculative and subject to contingencies.
We are also firmly committed to maximizing the tremendous growth
potential of Datron's mobile broadband communications and public
safety wireless network markets, the continued growth of our radio
communication products and the resurgence of our satellite antenna
systems business. We believe Titan's e-tenna subsidiary, which is
developing unique radio frequency technologies, its radio
communications business, familiarity with long-term government
contracting as well as its size and distribution capabilities are a
strategic fit for Datron that will enable the combined companies to
better pursue the growth opportunities in these markets."
ADDITIONAL INFORMATION
Titan intends to file a Registration Statement on Form S-4
and Schedule TO, and Datron plans to file a
Solicitation/Recommendation Statement on Schedule 14D-9,
with the Securities and Exchange Commission in connection
with the transaction. Titan and Datron expect to mail a
Prospectus, the Schedule 14D-9 and related tender offer
materials to stockholders of Datron. These documents contain
important information about the transaction. Investors and
security holders are urged to read these documents carefully
when they are available.
Investors and security holders will be able to obtain free
copies of these documents through the website maintained by
the U.S. Securities and Exchange Commission at www.sec.gov.
Free copies of these documents may also be obtained from
Datron by directing a request to the Investor Relations
section of Datron's website at www.dtsi.com or by mail to
Datron Systems, 3030 Enterprise Court, Vista, CA 92083,
Attention: Investor Relations, telephone (760) 734-5454.
In addition to the Registration Statement, Schedule TO,
Prospectus and Schedule 14D-9, Titan and Datron file annual,
quarterly and other reports, proxy statements and other
information with the Securities and Exchange Commission. You
may read and copy any reports, statements or other
information filed by Titan or Datron at the SEC public
reference room at 450 Fifth Street, N.W., Washington, D.C.
20549 or any of the commission's other public reference
rooms in New York, N.Y. and Chicago, IL. Please call the
Securities and Exchange Commission at 800-SEC-0330 for
further information on the public reference rooms.
The Titan Corporation
Headquartered in San Diego, The Titan Corporation creates,
builds and launches technology-based businesses, offering innovative
technical solutions. Three of Titan's four core businesses develop
and deploy communications and information technology solutions and
services. In addition, Titan's SureBeam (Nasdaq: SURE) subsidiary
markets the leading technology for the electronic pasteurization of
food products and Titan is continually identifying promising
technologies suitable for commercialization. The company has 7,800
employees and annualized sales of approximately $1.1 billion.
Datron Systems Incorporated
Datron Systems provides products and services addressing the
needs of emerging satellite and radio communication markets. From
facilities in Simi Valley and Vista, California, the Company
supplies satellite tracking antenna systems, earth stations, and
voice and data communication radios to worldwide markets. Datron was
the first company to bring live satellite TV to passengers on a
commercial airline and is now uniquely positioned as a provider of
broadband satellite tracking antennas for mobile customers in the
land, sea and air markets. Datron is playing a vital leadership role
in the broadband revolution that will see a seamless convergence of
voice, video and data services.
This release may contain "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. A
variety of factors could cause the Company's actual results to
differ from the anticipated results expressed in such forward-
looking statements. These include, among others, uncertainties
stemming from the dependence of the Company on foreign sales and on
large orders from a relatively small number of customers, risks
relating to the decline in the Company's traditional defense
business and the Company's efforts to develop and market consumer
products, lack of timely development or customer acceptance of new
products, changes in or unavailability of products and services
offered by satellite service providers and their related suppliers,
worldwide economic downturns and currency devaluations, restrictions
that may be imposed by the U.S. government on the export of Company
products, and the impact of competition. For more information,
please review the Company's periodic reports under the Securities
Exchange Act of 1934, including without limitation the Investment
Considerations set forth in the Company's Annual Report on Form 10-K
CONTACT: Pat Harriman
Director of Corporate Communications
(760) 734-5454
www.dtsi.com
Tripp Sullivan
CORPORATE COMMUNICATIONS, INC.
(615) 254-3376
tripp.sullivan@cci-ir.com