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BRAJDAS CORP. ENTERS INTO MERGER AGREEMENT

 BRAJDAS CORP. ENTERS INTO MERGER AGREEMENT
 SAN JOSE, Calif., Dec. 20 /PRNewswire/ -- Brajdas Corporation


(NASDAQ: BRJS) today announced that it has entered into a merger agreement pursuant to which three privately held California corporations, ProProm Incorporated, Koral International Corporation and Adlar Turnkey Manufacturing Corporation (collectively, the "ATMC companies"), would be merged into Brajdas. As previously announced, the parties had entered into a letter of intent regarding the transaction on July 24, 1991. Brajdas anticipates scheduling its annual meeting of shareholders prior to Feb. 29, the end of Brajdas' fiscal year, at which time, among other matters, the shareholders will be asked to approve the merger and to approve an increase in the authorized common stock of Brajdas.
 In the merger, the stockholders of the ATMC companies will receive in the aggregate 10,800,000 shares of Brajdas common stock and $5,200,000 in aggregate principal amount of Brajdas interest- bearing promissory notes payable in five years. As a result of the merger, the stockholders of the ATMC companies will own approximately 49 percent of Brajdas common stock.
 As previously announced on Oct. 31, 1991, BRJS Investment Holding Corp. and certain other investors purchased from Brajdas in a private placement 6,900,000 shares of Brajdas common stock for an aggregate price of $6,900,000. BRJS Investment Holding Corp. is Brajdas' largest shareholder and is affiliated with Donald I. Zimmerman, Brajdas' chairman of the board and chief executive officer.
 The merger agreement contains a number of conditions, including approval of the merger by Brajdas shareholders and an additional equity investment of at least $1,700,000 in Brajdas pursuant to a private placement of at least 1,700,000 shares of Brajdas common stock at a purchase price of $1.00 per share. This private placement will occur immediately after the annual meeting of shareholders, subject to shareholder approval of an increase in Brajdas' authorized common stock. Brajdas believes that the private placements and the proposed merger will create a more competitive company and enhance Brajdas' prospects for a return to profitability.
 Brajdas is primarily engaged in the wholesale distribution of electronic components through its principal division, Cypress Electronics, which is based in Santa Clara, Calif. Brajdas maintains regional sales offices and warehouse facilities throughout the United States. The ATMC companies are privately held companies principally engaged in the sourcing and procurement of electronic and electromechanical components as well as the integration of such components into finished value-added products. It is anticipated that after the merger Zimmerman will remain as chairman of the board and Larry Mendoza, a principal officer of the ATMC Companies, will become president and chief executive officer of Brajdas.
 Upon completion of the merger, Brajdas, through its two divisions -- Cypress Electronics and ATMC -- will be the largest U.S. electronic component distributor with an in-house manufacturing facility. ATMC's sophisticated Surface Mount Technology, Plate- Through-Hole Interconnection and Automatic Insertion Techniques should enable Brajdas to offer a price competitive, extensive range of turnkey services in the electronic components industry to its customers. Additionally, the close proximity of the major operations of Brajdas and the ATMC companies in San Jose and Santa Clara, Calif. should afford both economies of scale and overhead cost reductions.
 -0- 12/20/91 R
 /CONTACT: Donald I. Zimmerman of Brajdas Corporation, 415-461-2440; or Cecilia A. Wilkinson or Susan Klein of Rifkind Pondel & Parsons, 310-207-9300, for Brajdas/
 (BRJS) CO: Brajdas Corp. ST: California IN: CPR SU: TNM


SE -- LA002 -- 4244 12/20/91 09:23 EST
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Publication:PR Newswire
Date:Dec 20, 1991
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