DDL Electronics signs agreement in principle to merge.

NEWBURY PARK, Calif.--(BUSINESS WIRE)--May 30, 1997--DDL Electronics Inc. (NYSE:DDL) Friday announced that it has reached an agreement in principle with Century Electronics Manufacturing Inc. to merge the two companies.

The agreement also commits Century to provide up to $3.3 million for the retirement of certain short-term debt of DDL on June 27, 1997. The merger is expected to close in September 1997 and is subject to the completion of a definitive merger agreement, stockholder approvals and certain other conditions which are beyond the control of DDL.

The agreement stipulates that DDL will exchange 33 million shares of its common stock to acquire 100 percent of the equity interest in Century. The merger will be accounted for as a purchase.

Century is a contract electronics manufacturer with headquarters in Southborough, Mass., and with operations in Massachusetts and England. For the three months ended March 31, 1997, Century recorded revenue of $24.6 million and earnings before taxes of $263,000.

Century had total stockholders' equity at Dec. 31, 1996, of $21.5 million. Century is currently a majority-owned subsidiary of Centennial Technologies Inc. (OTC:CENL).

"We are very excited to be able to take advantage of this opportunity to add critical mass and a blue chip customer base to our existing business at a time when global reach and strong financial resources are growing increasingly important in our industry," said Gregory L. Horton, president and chief executive officer of DDL.

"We believe that this will be a highly synergistic merger because our two companies have complementary strengths and management teams. We also believe this merger will allow us to substantially strengthen our capital structure going forward, with an initial combined annual revenue run rate in excess of $150 million. I am particularly excited about working with Les Sainsbury and his experienced management team."

Les Sainsbury, president and chief executive officer, said: "The capabilities of the combined companies are truly impressive. We enthusiastically look forward to being able to combine Century's growing business base with DDL's world-class contract electronics manufacturing infrastructure. Greg Horton and I share a strategic vision of providing high levels of service in locations that are close to our customers."

DDL is an independent provider of electronic manufacturing services (EMS) for electronic equipment manufacturers. DDL also manufacturers printed circuit boards (PCBs) for use primarily in the computer, communications and instrumentation industries.

Its EMS facilities are located in Southern California and in Northern Ireland, and its PCB facilities are located in Northern Ireland. DDL reported revenues of $13.6 million for the three months ended March 31, 1997, and earnings before taxes of $134,000. At May 29, 1997, DDL had 23,102,047 shares outstanding. DDL is a New York Stock Exchange listed company with headquarters in Newbury Park.

Certain statements made above are forward-looking in nature and reflect DDL's forecasts, current expectations and anticipated future plans. Such statements involve various risks and uncertainties that could cause actual results to differ materially from those forecast in the statements.

Factors that might cause such differences would include, without limitation, the factors described as "Risk Factors" in DDL's Registration Statement on Form S-3 (No. 333-02969) on file with the Securities and Exchange Commission.

CONTACT: DDL Electronics Inc., Newbury Park

Rick Vitelle, 805/376-9415 ext. 142