Datron Systems Comments On L-3 Communications' ``Willingness to Proceed''.Business Editors VISTA, Calif.--(BUSINESS WIRE)--July 5, 2001 Datron Systems Incorporated (Nasdaq: DTSI DTSI Defense Trade Security Initiative DTSI Digital Twin Spark Ignition DTSI Datron/Transco Systems Incorporated DTSI DataTel Solutions, Inc. (San Antonio, Texas) ) today confirmed that its Board of Directors has determined that L-3 Communications
L-3 Communications Holdings, Inc. (NYSE: LLL) is a company that supplies command, control, communications, intelligence, surveillance and reconnaissance (C3ISR) systems and Corporations (NYSE NYSE See: New York Stock Exchange : LLL LLL abbr. left lower lobe (of the lung) ) "willingness to proceed" with an all-cash offer of $52 million, "subject to completion of a definitive purchase agreement," for the outstanding shares of Datrons common stock is not superior to the previously announced transaction with The Titan Corporation (NYSE: TTN TTN Technology Transfer Network TTN Titin TTN Transient Tachypnea of the Newborn TTN Technology Transfer Node TTN Trenton, NJ, USA - Mercer County (Airport Code) TTN Total Traffic Network ). On June 24, 2001, Datron entered into a definitive agreement to be acquired by Titan, for approximately $51 million, or $16.00 per fully diluted share, in Titan common stock. In a letter to L-3 Communications dated July 3, 2001, David A Derby, Datron Systems chairman, president and chief executive officer, stated on behalf of the Board that L-3s letter of June 28, 2001, did not constitute a superior offer to the transaction documented in Datrons agreement with The Titan Corporation. Mr. Derbys letter also highlighted the fact that certain key assumptions on which L-3s proposed price was based were not valid and that the possibility of a transaction with L-3 was speculative and entirely contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent L-3. Furthermore after Datron had presented considerable non-public business information to L-3 in 2000 under a confidentiality agreement and after L-3 had performed due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , L-3 had expressed "no interest." Mr. Derby added, "Datrons Board has fulfilled its fiduciary obligations in good faith by accepting a firm offer from Titan rather than risking the repetition of L-3s previous behavior on an expression of interest that was deemed to be speculative and subject to contingencies. We are also firmly committed to maximizing the tremendous growth potential of Datron's mobile broadband Description Mobile Broadband is a type of wireless internet access that differs from Wi-Fi. Mobile Broadband is the name used to describe the 3G services which are made possible by HSDPA and HSUPA, the latest technologies on the W-CDMA evolutionary path. communications and public safety wireless network markets, the continued growth of our radio communication products and the resurgence of our satellite antenna systems business. We believe Titan's e-tenna subsidiary, which is developing unique radio frequency technologies, its radio communications business, familiarity with long-term government contracting as well as its size and distribution capabilities are a strategic fit for Datron that will enable the combined companies to better pursue the growth opportunities in these markets." ADDITIONAL INFORMATION Titan intends to file a Registration Statement on Form S-4 and Schedule TO, and Datron plans to file a Solicitation/Recommendation Statement on Schedule 14D-9, with the Securities and Exchange Commission in connection with the transaction. Titan and Datron expect to mail a Prospectus, the Schedule 14D-9 and related tender offer materials to stockholders of Datron. These documents contain important information about the transaction. Investors and security holders are urged to read these documents carefully when they are available. Investors and security holders will be able to obtain free copies of these documents through the website maintained by the U.S. Securities and Exchange Commission at www.sec.gov. Free copies of these documents may also be obtained from Datron by directing a request to the Investor Relations Investor relations The process by which the corporation communicates with its investors. section of Datron's website at www.dtsi.com or by mail to Datron Systems, 3030 Enterprise Court, Vista, CA 92083, Attention: Investor Relations, telephone (760) 734-5454. In addition to the Registration Statement, Schedule TO, Prospectus and Schedule 14D-9, Titan and Datron file annual, quarterly and other reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by Titan or Datron at the SEC public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549 or any of the commission's other public reference rooms in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , N.Y. and Chicago, IL. Please call the Securities and Exchange Commission at 800-SEC- 0330 for further information on the public reference rooms. The Titan Corporation Headquartered in San Diego San Diego (săn dēā`gō), city (1990 pop. 1,110,549), seat of San Diego co., S Calif., on San Diego Bay; inc. 1850. San Diego includes the unincorporated communities of La Jolla and Spring Valley. Coronado is across the bay. , The Titan Corporation creates, builds and launches technology-based businesses, offering innovative technical solutions. Three of Titans four core businesses develop and deploy communications and information technology solutions and services. In addition, Titans SureBeam (Nasdaq: SURE) subsidiary markets the leading technology for the electronic pasteurization pasteurization (păs'ch rĭzā`shən, -rīzā`shən), partial sterilization of liquids such as milk, orange juice, wine, and beer, as well as cheese, to destroy of food products and Titan is continually identifying promising technologies suitable for commercialization. The company has 7,800 employees and annualized annualizedOf or relating to a variable that has been mathematically converted to a yearly rate. Inflation and interest rates are generally annualized since it is on this basis that these two variables are ordinarily stated and compared. sales of approximately $1.1 billion. Datron Systems Incorporated Datron Systems provides products and services addressing the needs of emerging satellite and radio communication markets. From facilities in Simi Valley Simi Valley (sē`mē, sĭm`ē), city (1990 pop. 100,217), Ventura co., SW Calif. in an oil, fruit, and farm region; laid out 1887, inc. 1969. and Vista, California, the Company supplies satellite tracking antenna systems, earth stations, and voice and data communication radios to worldwide markets. Datron was the first company to bring live satellite TV to passengers on a commercial airline and is now uniquely positioned as a provider of broadband satellite tracking antennas for mobile customers in the land, sea and air markets. Datron is playing a vital leadership role in the broadband revolution that will see a seamless convergence of voice, video and data services. This release may contain "forward-looking statements" as defined in 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. A variety of factors could cause the Company's actual results to differ from the anticipated results expressed in such forward-looking statements. These include, among others, uncertainties stemming from the dependence of the Company on foreign sales and on large orders from a relatively small number of customers, risks relating to the decline in the Company's traditional defense business and the Company's efforts to develop and market consumer products, lack of timely development or customer acceptance of new products, changes in or unavailability of products and services offered by satellite service providers and their related suppliers, worldwide economic downturns and currency devaluations, restrictions that may be imposed by the U.S. government on the export of Company products, and the impact of competition. For more information, please review the Company's periodic reports under the Securities Exchange Act of 1934, including without limitation the Investment Considerations set forth in the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. . |
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