DRS Technologies to Acquire Paravant.Business Editors & High-Tech Writers PARSIPPANY, N.J.--(BUSINESS WIRE)--Oct. 24, 2002 DRS Technologies DRS Technologies, Inc. (commonly known as DRS; formerly known as Diagnostic/Retrieval Systems, Inc.) is a supplier of defense electronic products and systems to the United States Air Force, Army, Coast Guard, Marine Corps, Navy, aerospace and defense prime Inc. (NYSE NYSE See: New York Stock Exchange :DRS DRS Drives (street suffix) DRS Dispute Resolution Service DRS Doctorandus DRS Department of Rehabilitative Services DRS Direct Registration System (securities) DRS Department of Rehabilitation Services ) announced today that it has signed a definitive merger agreement to acquire Paravant Inc. (Nasdaq:PVAT), pursuant to which DRS, through a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , will offer to purchase all of the outstanding common shares of Paravant at a price of $4.75 per share in a cash tender offer. Total consideration for the transaction is approximately $92 million. DRS also will assume approximately $13 million in debt. The boards of directors of both companies have unanimously approved the transaction. Certain shareholders owning approximately 22 percent of the outstanding common stock of Paravant have agreed to tender their shares in the offer. The offer is expected to commence within the next 7 days and is expected to close during DRS's fiscal third quarter. The offer is subject to customary regulatory approvals and other closing conditions, including a majority of the fully diluted shares being deposited for tender. The acquisition is expected to add approximately $80 million in sales in its first full year of operation with DRS and immediate earnings accretion. Paravant is a leading designer and manufacturer of highly engineered, technically advanced, defense electronics for U.S. and allied international military and intelligence agency applications. With headquarters in Morristown, N.J., it manufactures rugged computer A rugged (or ruggedized) computer is a computer specifically designed to reliably operate in harsh usage environments and conditions, such as strong vibrations, extreme temperatures and wet or dusty conditions. systems and communications interfaces serving military Command, Control, Communications, Computer, Intelligence and Surveillance (C4ISR C4ISR Command, Control, Communications, Computers, Intelligence, Surveillance, and Reconnaissance C4ISR Command, Control, Communications, Computer, Intelligence, Surveillance and Reconnaissance C4ISR Command Control Communications Computers Intelligence Surveillance and Reconnaissance ) initiatives. Paravant also produces high-speed processing equipment for the intelligence community and offers modernization modernization Transformation of a society from a rural and agrarian condition to a secular, urban, and industrial one. It is closely linked with industrialization. As societies modernize, the individual becomes increasingly important, gradually replacing the family, design and installation services for select rotary- and fixed-wing military aircraft. "The acquisition of Paravant is highly compatible with our goals to expand our core rugged systems business base, as well as increase our presence in Air Force and intelligence agency programs," said Mark S. Newman, DRS Technologies' chairman, president and chief executive officer. William R. Craven CRAVEN. A word of obloquy, which in trials by battle, was pronounced by the vanquished; upon which judgment was rendered against him. , president and chief executive officer of Paravant, added, "Joining DRS will provide the organizational strength and resources to build critical mass, increasing our ability to successfully implement our growth plans." Bear, Stearns & Co. Inc. is serving as financial adviser to DRS on the acquisition. This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to sell securities of Paravant Inc. At the commencement of the tender offer, the tender offer statement will be filed by DRS Technologies and its wholly owned subsidiary with the Securities and Exchange Commission (SEC) on Schedule TO, and the solicitation/recommendation statement will be filed by Paravant with the SEC on Schedule 14D-9. Investors and security holders are advised to carefully read these materials when they become available, as they will contain important information on deciding whether to tender their shares, as well as on the process for tendering shares. When available, investors and security holders may obtain these and other documents filed by DRS Technologies and Paravant free of charge from either company or from the SEC's Web site at http://www.sec.gov. DRS Technologies provides leading-edge products and services to government and commercial customers worldwide. Focused on defense electronics, the company develops and manufactures a broad range of mission critical systems and components in the areas of communications, combat systems, rugged computers, electro-optics, power conversion, data storage, digital imaging, flight safety and space. For more information about DRS Technologies, please visit the company's Web site at www.drs.com. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995: Except for historical information contained herein, the matters set forth in this news release are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, and include, without limitation, demand and competition for the company's products and other risks or uncertainties detailed in the company's Securities and Exchange Commission filings. |
|
||||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion