JACKSONVILLE, Fla., May 7, 2007 /PRNewswire-FirstCall via COMTEX News Network/ -- Armor Holdings, Inc.
(NYSE: AH), a leading manufacturer and distributor of tactical wheeled
vehicles, security products and vehicle armor systems serving military, law
enforcement, homeland security and commercial markets, announced today that it
has entered into a definitive merger agreement to be acquired by BAE Systems,
Inc., a wholly-owned subsidiary of BAE Systems plc, a global company engaged
in the development, delivery and support of advanced defense and aerospace
systems in the air, on land and at sea.
BAE Systems, Inc. has agreed to acquire all of the outstanding stock of
Armor Holdings, Inc. for $4.1 billion, or a price per common share of $88.00
through a one-step merger. The transaction is subject to approval of Armor
Holdings, Inc. shareholders and to customary closing conditions, including
compliance with The Hart-Scott-Rodino Antitrust Improvements Act of 1976 and
approval under the Exon-Florio National Security Test for Foreign Investment.
The transaction is expected to close in the third quarter.
Warren B. Kanders, Chairman and Chief Executive Officer of Armor Holdings,
Inc. said, "We are exceptionally pleased to join forces with BAE Systems plc,
a global leader in the defense industry. We would like to thank our
shareholders for the constant support they have shown our company through
numerous transactions and business initiatives that have enabled us to deliver
superior investment returns. Importantly, we would also like to thank our
management team and our Board of Directors for their dedication and
stewardship over the years."
Robert R. Schiller, President of Armor Holdings, Inc., commented, "We are
excited to move this business to the next phase of its development. We have
no doubt that BAE Systems will place the needs of our customer and those of
the men and women in uniform who depend on our products at the center of their
ongoing effort. We owe a special thanks and a deep debt of gratitude to each
of our over 8,000 employees around the world. Their tireless commitment to
excellence and innovation has and will continue to make this organization
strong for many years into the future."
Armor Holdings was advised by Goldman, Sachs & Co., Inc. and Merrill Lynch
& Co., Inc., as financial advisors and Kane Kessler, P.C., as legal counsel.
About Armor Holdings, Inc.
Armor Holdings, Inc. (NYSE: AH) is a diversified manufacturer of branded
products for the military, law enforcement, and personnel safety markets.
Additional information can be found at www.armorholdings.com.
Additional Information
This communication is not a solicitation of a proxy from any security
holder of the Company. The Company intends to file with the Securities and
Exchange Commission ("SEC") a proxy statement and other relevant documents to
be mailed to security holders in connection with the proposed transaction. WE
URGE INVESTORS TO CAREFULLY READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. A definitive
proxy statement will be sent to security holders of the Company seeking
approval of the proposed transaction. Investors will be able to obtain these
materials (when they are available) and other documents filed with the SEC
free of charge at the SEC's website, www.sec.gov. These documents (when they
are available) may also be obtained for free from Armor Holdings, Inc. by
directing a request to Armor Holdings, Inc., 13386 International Parkway,
Jacksonville, Florida 32218.
Participants In Solicitation
Armor Holdings, Inc. and its respective directors and executive officers
and other members of management and employees may be deemed to be participants
in the solicitation of proxies from Armor Holdings, Inc.'s stockholders in
respect of the proposed transaction. Information regarding Armor Holdings,
Inc.'s participants is available in Armor Holdings, Inc.'s proxy statement,
dated April 27, 2007, for its 2007 annual meeting of stockholders, which is
filed with the SEC.
Armor Holdings Safe Harbor Language
Information in this release may involve guidance, expectations, beliefs,
plans, intentions or strategies regarding the future. The Company may use
words such as "anticipates," "believes," "plans," "expects," "intends,"
"future," and similar expressions to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance and
involve risks and uncertainties that could cause actual results to differ
materially from those projected. These risks and uncertainties are described
in the Company's filings with the Securities and Exchange Commission,
including the Company's Registration Statement on Form S-3, its 2006 Form 10-K
and amendments thereto and most recently filed Forms 8-K and 10-Q. All
forward-looking statements included in this release are based upon information
available to Armor Holdings, Inc., as of the date of the release, and we
assume no obligation to update any such forward looking statements. Numerous
factors could cause or contribute to such risks and uncertainties. Such
factors include risks and uncertainties specific to this transaction,
including but not limited to adverse effects on the market price of the
company's common stock and on the company's operating results because of
failure to complete the transaction (due to failure to obtain stockholder or
regulatory approvals or to satisfy all of the other conditions to the
transaction).
SOURCE Armor Holdings, Inc.
Company Contact, Robert R. Schiller, President, Armor Holdings, Inc.,
+1-904-741-5400; Media, Michael Fox, President, Corporate Communications,
+1-203-682-8218, mfox@icrinc.com; Investor Relations, James R. Palczynski, Principal,
+1-203-682-8229, jp@icrinc.com, both of Integrated Corporate Relations, Inc.
