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VALLEY, Neb. and SALEM, Ore., July 10 /PRNewswire/ -- Valmont Industries, Inc. (Nasdaq-NNM: VALM) and Microflect Company Inc. of Salem, Oregon have announced an agreement to merge Microflect into Valmont. Terms of the agreement provide that Valmont will exchange 1.95 million shares of its common stock for all the outstanding capital stock of Microflect. Microflect is a private company owned by George, James and Richard Kreitzberg and is a leader in designing and manufacturing highly engineered structures and providing component parts and services for the communication industry. Currently, Valmont has 11.6 million common shares outstanding. The transaction will be accounted for as a pooling of interests and is not anticipated to be dilutive to Valmont's expected 1995 earnings per share. Closing, which is subject to governmental clearance and standard closing conditions, is expected to occur by September 1, 1995.

Both companies design and produce engineered structures for the wireless communication industry. Microflect designs, manufactures and installs communication structures, passive repeaters, waveguide supporting systems and components for the wireless communication markets. Additional product lines include the fabrication of specialty grating and the distribution of industrial fasteners. Microflect's revenues for 1995 are expected to approximate $40 million.

"The wireless communication industry is experiencing very rapid growth," commented Mogens C. Bay, Valmont's President and CEO. "Monopole communication structures for the cellular market are Valmont's fastest growing product line. New cellular subscribers are growing at an industry-wide annualized rate of almost 50%. Additionally, the emergence of personal communication systems (PCS), enhanced specialized mobile radio (ESMR) systems, and wireless data transmission increase the potential growth for support structures and components. Market opportunities for these products are not limited to the United States and Valmont's global presence should enable the merged company to further expand worldwide.

"We are very pleased to welcome Microflect to Valmont, continued Bay. "They have an excellent reputation of servicing the communication industry for nearly 40 years. Microflect has a broad product and service offering which includes not only tower structures, but also communication industry components, installation, engineering and technical service and maintenance. The merger will move Valmont from being just a supplier of poles for the communication industry to being a broad service provider. Valmont's global distribution system will enhance the market coverage of Microflect's products and services, while Microflect's engineering and installation services will enable Valmont to better serve its customers. Geographically, Microflect's Northwest location complements Valmont's network of six pole producing plants in the United States and Canada. The Microflect management team will stay in place and we look forward to working with them," concluded Bay.

"We are happy to have Valmont as our partner going forward," said Richard Kreitzberg, President of Microflect. "They are an excellent company with an outstanding reputation as a global producer of engineered metal pole structures. As we have come to know Valmont over the years, we have found that their people and corporate culture are very compatible with ours at Microflect. The merger will offer continued growth opportunities for our employees and we look forward to being long-term shareholders of Valmont."

Valmont is a global leader in designing and manufacturing engineered metal structures for use in various applications, including infrastructure development, communication, construction and industrial products. Valmont leads the world in mechanized agricultural irrigation systems, enhancing food production while conserving and protecting our natural water resources. Valmont also produces a broad range of energy- efficient lighting ballasts.
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/CONTACT: Brian C. Stanley of Valmont Industries, Inc., 402-359-6073/


CO: Valmont Industries, Inc.; Microflect Company, Inc. ST: Oregon, Nebraska IN: TLS SU: TNM

TM -- NY019 -- 2645 07/10/95 07:31 EDT
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Publication:PR Newswire
Date:Jul 10, 1995

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