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Miltope Group Inc.
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The following is the text of a joint press release issued by
Miltope Group Inc. and Vision Technologies Kinetics, Inc. on
October 22, 2003.
MILTOPE TO BE ACQUIRED BY VISION TECHNOLOGIES KINETICS
Wednesday October 22, 9:46 am ET
MONTGOMERY, Ala., Oct. 22 -- Miltope Group Inc. ("Miltope")
(Nasdaq: MILT) and Vision Technologies Kinetics, Inc. jointly
announced today that Vision Technologies Kinetics will acquire
Miltope for $5.78 per share and one contingent value right
("CVR") per share. Each CVR represents the non-transferable
right to receive a pro rata share of 50% of the net proceeds, if
any, from Miltope's lawsuit against DRS Technologies Inc. and
other parties, after adjustments for taxes. The remaining 50% of
the net proceeds from the lawsuit will be retained by Miltope.
Pursuant to the definitive merger agreement, $0.7 million has
been reserved by Vision Technologies Kinetics to fund certain
costs and expenses associated with the litigation. As a result
of the merger, Miltope Corporation will be a wholly-owned
subsidiary of Vision Technologies Kinetics, a wholly-owned
subsidiary of Vision Technologies Systems Inc. which is a U.S.
arm of Singapore Technologies Engineering Ltd (SES: STEG.SI).
The boards of directors of Vision Technologies Systems, Vision
Technologies Kinetics, Miltope Group and Miltope Corporation have
unanimously approved the transaction. The transaction is subject
to customary regulatory approvals and other closing conditions,
including the approval of a majority of Miltope Group's
stockholders at a special meeting. The transaction is expected
to close within 90 days.
Vision Technologies Kinetics also entered into voting agreements
with Great Universal Incorporated, a New York-based firm, which
beneficially owns approximately 62.8% of Miltope Group's
outstanding stock. Great Universal holds sufficient shares to
approve the mergers and, subject to certain conditions, it has
agreed to vote in favor of the mergers at the special meeting of
Miltope Group's stockholders.
Miltope Group's President and CEO Thomas R. Dickinson said, "This
transaction enables stockholders to lock in the recent gains in
Miltope's stock and to participate in any net proceeds from the
ongoing litigation."
"Miltope is an excellent example of a company that possesses the
technology and capabilities that directly support the ever-
changing operational needs of our military and airline industry,"
said retired Gen. John G. Coburn, Chairman and CEO of Vision
Technologies Systems. "This acquisition furthers our vision of
developing a family of companies that supports the U.S. DoD
Transformation goals and meets the needs of our commercial
customers."
Quarterdeck Investment Partners, LLC acted as Miltope's exclusive
advisor in connection with the transaction.
Miltope Group's stockholders are urged to read the proxy
statement when it becomes available because it will contain
important information regarding the proposed mergers. In
addition to receiving the proxy statement by mail, stockholders
may also obtain the proxy statement, without charge, from the
Securities and Exchange Commission's website (http://www.sec.gov)
after it has been filed. Stockholders may also obtain copies of
the proxy statement, without charge, from Miltope Group by
directing a request to Tom B. Dake. Vision Technologies Kinetics
may be deemed to be a participant in the solicitation of proxies
from Miltope Group's stockholders in connection with the proposed
mergers. Information regarding the persons who may be deemed to
be participants in the solicitation of proxies will be set forth
in the proxy statement.
Miltope Group Inc., through its business segments, is engaged in
the design, development, manufacture and testing of computers and
computer peripheral equipment for military, industrial and
commercial applications where reliable operation of the equipment
under demanding environmental conditions is of paramount
importance. Miltope Group, through its ISO 9001 certified
facilities, delivers a broad range of computers, computer
workstations, servers, disk cartridges, printers, mass storage
systems and other related products to defense, government and
commercial customers.
Vision Technologies Systems Inc. and its subsidiaries are
preferred providers of engineering solutions, products,
integrated systems, and services in the Americas across the core
business areas of marine, aerospace, electronics and land
systems. Headquartered in Alexandria, Virginia, Vision
Technologies Systems operates throughout North America and offers
a broad range of proven innovative services to both the
commercial and government sectors.
For additional information about Miltope and its products and
capabilities, please visit the company's website at
www.miltope.com.
The matters discussed in this news release that are not
historical facts are "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995
and the Company intends that such forward looking statements be
subject to the safe harbors created thereby. The Company warns
that caution should be taken in relying upon any forward looking
statements contained herein, as they involve a number of risks
and uncertainties that may cause the actual results of the
Company to be materially different from any future results
expressed or implied by such forward looking statements. Examples
of such risks and uncertainties include, but are not limited to,
the ability of the Company to enter into definitive agreements
for the sale of the Company, the ability of the Company and any
potential buyer to consummate the sale of the Company, future
demand for the Company's products and services, general economic
conditions, actions of competitors, termination of contracts at
the convenience of the United States government, customer funding
variations in connection with multi-year contracts and follow-on
options, and other risks and uncertainties. Should one or more of
these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described herein as anticipated, believed, estimated
or expected. The Company does not undertake any obligation to
update or revise any forward looking statement made by it or on
its behalf, whether as a result of new information, future events
or otherwise.