Exhibit 99.1
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.