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HUNT VALLEY, Maryland, October 8, 2007 — United Industrial Corporation (NYSE: UIC) announced today that it has signed a definitive agreement to be acquired by Textron Inc. (NYSE: TXT). UIC’s principal operating subsidiary, AAI Corporation, designs, produces, and supports aerospace and defense systems, including unmanned aircraft systems for the U.S. military, prime contractors and allied nations.
The board of directors of both companies approved the terms of the transaction, in which Textron will acquire all of the outstanding shares of UIC common stock for $81 per share in cash by way of a tender offer, followed by the merger of a wholly owned subsidiary of Textron into UIC, with UIC surviving the merger as a wholly owned subsidiary of Textron. The tender offer is expected to commence on or about October 16, 2007. The deal is expected to close during the fourth quarter of 2007, subject to the completion of certain legal and regulatory requirements.
The total value of the acquisition is expected to be approximately $1.1 billion at closing, inclusive of UIC stock expected to be issued to bondholders pursuant to the terms of the $120 million 3.75% convertible senior notes issued by the company in September 2004.
“This is an exciting new chapter for United Industrial. We have gained a solid reputation in our market niches and believe the merger with Textron will be a win-win for our customers and employees. It will allow us to be even more effective in delivering leading-edge innovative solutions to a growing list of satisfied customers,” stated Frederick M. Strader, president and chief executive officer of UIC and AAI Corporation.
“This deal recognizes the value of UIC’s aerospace and defense technology as well as the Company’s operational excellence,” said Warren G. Lichtenstein, Chairman of the Board of UIC and founder and managing partner of Steel Partners II, UIC’s largest investor. “I am proud to have been a part of UIC’s transformation into a world-class company since 1999 and foresee an exciting future with Textron.”
J.P. Morgan Securities Inc. acted as exclusive financial advisor to United Industrial with respect to the transaction.
About AAI
AAI Corporation designs, produces, and supports aerospace and defense systems through its direct and indirect wholly owned subsidiaries, AAI Services Corporation, Aerosonde Pty Ltd, ESL Defence Limited, and Symtx, Inc. Its high-technology products and services include unmanned aircraft systems, training and simulation systems, automated aerospace test and maintenance equipment, armament systems, aviation ground support equipment, and logistical, engineering, and supply chain services. AAI Corporation is an indirect wholly owned subsidiary of Textron Inc. More information is available at www.aaicorp.com.
About Textron Systems
Textron Systems Corporation (Textron Systems) has been providing innovative solutions to the defense, homeland security and aerospace communities for over 50 years. Known for its precision smart weapons, intelligent battlefield systems, surveillance systems, intelligence software solutions, aircraft control components, piston engines, armored vehicles and unmanned aircraft systems, Textron Systems includes AAI, HR Textron, Lycoming Engines, Overwatch Tactical Operations, Overwatch Geospatial Operations, Textron Defense Systems, and Textron Marine & Land Systems. Textron Systems Corporation is an indirect wholly owned subsidiary of Textron Inc. More information is available at www.textronsystems.com.
About Textron Inc.
Textron Inc. is a $13.2 billion multi-industry company operating in 34 countries with approximately 44,000 employees. The company leverages its global network of aircraft, industrial and finance businesses to provide customers with innovative solutions and services. Textron is known around the world for its powerful brands such as Bell Helicopter, Cessna Aircraft Company, Jacobsen, Kautex, Lycoming, E-Z-GO, Greenlee, Textron Systems and Textron Financial Corporation. More information is available at www.textron.com.
Except for the historical information contained herein, information set forth in this news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and variations of such words and similar expressions that indicate future events and trends are intended to identify such forward-looking statements, which include, but are not limited to, projections of revenues, earnings, segment performance, cash flows, and contract awards. These forward-looking statements are subject to risks and uncertainties, which could cause the company’s actual results or performance to differ materially from those expressed or implied in such statements. The company makes no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statement. For additional information about the company and its various risk factors, please see the company’s most recent annual report on Form 10-K and other documents as filed with the Securities and Exchange Commission.
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