''Guardian Technologies Merger Update''; Guardian and Vairex Announce Progress Towards Closing.Business Editors CAREFREE, Ariz.--(BUSINESS WIRE)--May 22, 2001 Guardian Technologies International, Inc. (Nasdaq/SC:GRDN GRDN Garden (postal suffix) ), announced today that it has made significant strides in its efforts to complete the acquisition of Vairex Corporation. The first round of the private equity placement by Vairex have been received. These proceeds have been used to satisfy commitments to Vairex's senior secured lender, complete the audit of Vairex's financial statements and the balance for working capital. Efforts to raise additional capital in the placement are continuing. Encouraged by these accomplishments, Guardian and Vairex have unconditionally agreed to waive certain conditions to closing, including the minimum financing contingencies. Efforts are now underway to complete the proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. that will be used to obtain shareholder approval of certain aspects of the acquisition transaction. "We are extremely pleased that many of the hurdles to completing the acquisition of Vairex have been completed, and are optimistic op·ti·mist n. 1. One who usually expects a favorable outcome. 2. A believer in philosophical optimism. op that the remaining milestones will soon be reached," stated J. Andrew Moorer, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Guardian. "We remain adamant in our commitment to complete the acquisition as soon as possible," he added. ABOUT VAIREX (For more information, visit Vairex's website at www.vairex.com) Vairex was founded in 1987, to develop advanced, proprietary, oil free compressor technology for automotive and industrial applications and has been engaged in the emerging fuel cell industry for over six years. The Company's technical leadership has led to two major DOE development contracts and prototype sales to industry leaders such as Ballard, GM, Energy Partners and others. Most recently Vairex has delivered evaluation units to McDermott Technology and Fiat. ABOUT GUARDIAN Guardian, through its wholly-owned subsidiary Guardian Security & Safety Products, Inc. (GSSP GSSP Global Boundary Stratotype Sections and Points GSSP Generally-Accepted System Security Principles (NSSOG) GSSP Gifted Student Services Plan (Kentucky Department of Education) ), serves the law enforcement, security and military communities and the global security industry. GSSP's majority-owned subsidiary majority-owned subsidiary A firm in which more than 50% of outstanding voting stock is owned by the parent company. , ForceOne, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , manufactures a variety of high-end ballistic protective equipment including patented personal protection devices commonly referred to as body armor Noun 1. body armor - armor that protects the wearer's whole body body armour, cataphract, coat of mail, suit of armor, suit of armour armet - a medieval helmet with a visor and a neck guard . Guardian, through its wholly-owned subsidiary Guardian Steel, is engaged in structural steel fabrication fabrication (fab´rikā´sh n the construction or making of a restoration. and provides among its products, structural steel used primarily in military base refurbishments and other projects under Federal contract. The statements made in this press release contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 that involve a number of risks and uncertainties. Actual events or results may differ from the Company's expectations. In addition to the matters described in this press release, risk factors listed from time to time in the Company's SEC reports and filings, including, but not limited to, its report on Form 10-QSB for the quarter ended September 30, 2000 and its report on Form 10-KSB for the year ended December 31, 1999, may affect the results achieved by the Company. |
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