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ARVIN'S CALSPAN AND SPACE INDUSTRIES DELIVER EXECUTED MERGER AGREEMENT AND FILE REGISTRATION STATEMENT WITH THE SEC

 COLUMBUS, Ind., Feb. 17 /PRNewswire/ -- Arvin Industries, Inc. (NYSE: ARV) and Space Industries International, Inc., Houston, today reported that a merger agreement relating to the combination of Space Industries with Arvin's research, aeronautics and industrial space operations has been executed and delivered today by the respective parties.
 The parties to the merger agreement are Calspan Holding Corporation, Calspan Corporation and Space Industries. Calspan Holding Corporation is a newly formed, wholly owned subsidiary of Arvin. It was formed in connection with the merger as a holding company for two of Arvin's operating subsidiaries, Calspan Corporation and Systems Research Laboratories, Inc. (SRL). Calspan and SRL provide professional and technical research, development, testing, engineering and evaluation services and technologically sophisticated systems and products principally to the defense and aerospace industries through contracts with the United States government and various commercial and industrial customers.
 Space Industries is an industrial space technology and service company that designs, markets, integrates and operates space-based facilities, satellites and experiment-processing equipment. Space Industries' products and services are primarily concentrated in the areas of aerospace design, development, engineering and operations; space flight equipment development and integration; manufacturing and fabrication; and advance studies and engineering.
 At the effective time of the merger, Space Industries will be merged with Calspan Corporation. The terms of the merger agreement provide that each outstanding share of Space Industries' common stock will be converted into the right to receive (i) one-half (.5) share of the common stock of Calspan Holding, (ii) .052 Series A Warrant to purchase .052 share of Calspan Holding common stock at $16.00 per whole share and (iii) .104 Series B Warrant to purchase .104 share of Calspan Holding common stock at $20.00 per whole share. The terms of the merger agreement also provide that each outstanding share of Space Industries' preferred stock will be converted into the right to receive one share of preferred stock of Calspan Holding having substantially similar terms and conditions.
 Upon the consummation of the merger, Calspan Holding will be renamed "Space Industries International, Inc." Arvin will own approximately 70 percent of the issued and outstanding common stock of Calspan Holding and approximately 82 percent of the issued and outstanding preferred stock of Calspan Holding. The former stockholders of Space Industries will own approximately 30 percent of the issued and outstanding common stock, approximately 18 percent of the issued and outstanding preferred stock of Calspan Holding, and all of the outstanding warrants.
 The consummation of the merger is subject to certain conditions, including among other things, the affirmative vote by the holders of a majority of the outstanding shares of common stock and the consent of all of the holders of the preferred stock of Space Industries, receipt of all necessary government and regulatory approvals (including the Hart-Scott-Rodino Antitrust Improvements Act), Calspan Holding having entered into certain agreements with Arvin and Space Industries, on behalf of its stockholders, and the effectiveness of a registration statement on Form S-4 which was filed Feb. 16, 1993, with the Securities and Exchange Commission.
 A time, place and date (including a record date) for the meeting of the stockholders of Space Industries for the purpose of voting on the proposed merger will be set by the board of directors of Space Industries at or about the time that Calspan Holding receives clearance from the SEC with respect to the registration statement on Form S-4 pertaining to this transaction.
 Arvin Industries, Inc., is an international manufacturing company supplying automotive parts and related products and services in more than 100 countries throughout the world.
 -0- 2/17/93
 /CONTACT: John Brown of Arvin Industries, 812-379-3389; or David Langstaff of Space Industries International Inc., 713-538-6000/
 (ARV)


CO: Arvin Industries; Space Industries International Inc. ST: Indiana, Texas IN: ARO SU: TNM

KK -- CL005 -- 7227 02/17/93 10:39 EST
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Publication:PR Newswire
Date:Feb 17, 1993
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