ENGlobal Announces Asset Acquisition of Engineering Design Group, Inc.Energy Editors/Business Editors HOUSTON--(BUSINESS WIRE)--Jan. 28, 2004 ENGlobal Corporation (AMEX AMEX See: American Stock Exchange : ENG ENG electronystagmography. ENG abbr. electronystagmography ENG enzootic nasal granuloma. ) announced today that a subsidiary, ENGlobal Design Group, Inc., has completed the acquisition of certain assets of Tulsa-based Engineering Design Group, Inc. ("EDG EDG Emergency Diesel Generator EDG Electronic Discussion Group (IMF) EDG Endothelial Differentiation Gene EDG Electronic Dot Generation (printing/graphics) EDG Employment Department Group "). With this acquisition, ENGlobal expects to gain additional capabilities related to the design, installation and maintenance of various government and public sector facilities. Currently, the most active sector is the Automated Fuel Handling Systems that serve the U.S. military. Formed in 1961, EDG originally provided engineering and design services to the oil, gas, petrochemical, and pipeline industries on a worldwide basis, with capabilities later expanding to serve municipal water and electric utilities as well as the national defense, NASA NASA: see National Aeronautics and Space Administration. NASA in full National Aeronautics and Space Administration Independent U.S. , and aerospace industries. EDG currently employs 40 associates and produced 2003 annual revenues of approximately $15 million. Under the terms of the agreement, ENGlobal Design Group, Inc. acquired specified assets of EDG by issuing a $300,000 five-year subordinated promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. together with an earnout structure based on revenues of the EDG operation over the next five years. There was no cash or stock consideration paid, or EDG debt assumed, as a result of this transaction. ENGlobal intends to expand its existing lease space at Tulsa's CityPlex Tower to accommodate the EDG operation, and anticipates that the operation will move during the second quarter of this year. As one of only three qualified suppliers, EDG was recently awarded a five-year, indefinite delivery and quantity contract from the Space and Naval Warfare naval warfare Military operations conducted on, under, or over the sea and waged against other seagoing vessels or targets on land or in the air. The earliest naval attacks were raids by the armed men of a tribe or town using fishing boats or merchant ships. Systems Command (SPAWAR SPAWAR Space & Naval Warfare Systems Command (US Navy) SPAWAR Space Warfare ) to provide services and supplies for Automated Fuel Handling Equipment (AFHE AFHE Arizona Families for Home Education AFHE Automated Fuel Handling Equipment AFHE Association française d'histoire économique (French Association of Economic History). ), supporting the Department of Defense and other agencies. During the last five years, EDG has performed contracts valued in excess of $60 million for this agency. ENGlobal Corporation's President, William A. Coskey, stated, "With this transaction, ENGlobal expands its strategic growth into government-related engineering, design and construction management services. The addition of EDG also represents a significant increase to our base operations in Tulsa. We very much look forward to the new opportunities that will be created with this new member of the ENGlobal team." The Company also updated the status of its pending acquisition of Spectrum Design Services, Inc. ("SDS 1. (company) SDS - Scientific Data Systems. 2. (tool) SDS - Schema Definition Set. "), a Houston-based multi-discipline engineering design firm. ENGlobal's management is continuing its assessment and 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. phase regarding SDS' operations. Further information will be made available as negotiations progress. About ENGlobal Corporation ENGlobal Corporation provides engineering services and engineered systems principally to the petroleum refining, petrochemical, and pipeline and process industries throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and across the globe. ENGlobal's multi-discipline engineering and design staff develops projects from the initial planning stage through detailed design, procurement, and construction management. The Engineered Systems Group develops, manufactures, installs, and services control and instrumentation systems utilized in various energy and process-related industries while its Technologies Division provides services and products that support the advanced automation and environmental technology fields. The Constant Power Division fabricates industrial grade uninterruptible electrical power systems and battery chargers. The Company, with its subsidiaries, now employs over 1,000 employees and occupies over 200,000 square feet of office and manufacturing space. Further information about the Company and its subsidiaries is available at www.englobal.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. for Forward-Looking Statements Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and are subject to risks and uncertainties including, but not limited to, the Company's ability to achieve its business strategy while effectively managing costs and expenses. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in ENGlobal's filings with the Securities and Exchange Commission. Reference is hereby made to cautionary statements set forth in the Company's 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. for the year ended December 31, 2002, Form 10-Q's for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003, current Forms 8-K, and other SEC filings. Moreover, the discussion in this press release of the Company's proposed acquisitions is subject to risks which include the fact that such acquisitions may not close, may close on less favorable terms than desired, or may close but not be successfully and profitably integrated by the Company. |
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