API Technologies to Acquire Spectrum Control
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API Technologies Corp.
120 Corprate Blvd.
South Plainfield, NJ, 07080
Press release date: March 28, 2011
ORLANDO, Fla. and FAIRVIEW, Pa., March 28, 2011 - API Technologies Corp. (OTC Bulletin Board: ATNY) ("API"), a provider of secure communications, electronic components and subsystems, and contract manufacturing services to the global defense and aerospace industries, and Spectrum Control, Inc. (Nasdaq: SPEC) ("Spectrum"), a leading designer and manufacturer of high performance, custom solutions for the defense, aerospace, industrial, and medical industries headquartered in Fairview, PA, announced today that they have entered into a definitive merger agreement providing for the cash acquisition of Spectrum by API. Upon closing of the transaction, Spectrum will operate as a wholly owned subsidiary of API.
Pursuant to the terms of the definitive agreement, API will acquire 100% of the issued and outstanding equity of Spectrum for $20.00 per share for a total purchase price of approximately $270 million. Spectrum's Board of Directors has unanimously approved the merger and recommends that Spectrum's shareholders vote in favor of the transaction. The transaction is subject to customary closing conditions, including approval pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval of Spectrum's shareholders. In connection with the transaction, API has been provided with firm commitments for debt financing in a principal amount of $215 million by Morgan Stanley Senior Funding, Inc., an affiliate of Morgan Stanley & Co. Incorporated.
Brian Kahn, Chairman and CEO of API, stated "We are excited about the opportunity to combine with Spectrum to offer our customers an enhanced range of leading products and services to meet their evolving needs."
Richard Southworth, President and CEO of Spectrum, stated "We are pleased to deliver significant, immediate value to our shareholders through this transaction. We look forward to working with API to complete this transaction and build upon our combined strengths and capabilities."
Under the terms of the merger agreement, Spectrum may solicit acquisition proposals from third parties for a period of 40 calendar days continuing through May 7, 2011. It is not anticipated that any developments will be disclosed with regard to this process unless Spectrum's Board of Directors makes a decision with respect to a potential superior proposal. There are no guarantees that this process will result in a superior proposal.
UBS Investment Bank is acting as financial advisor to Spectrum. Raymond James & Associates, Inc. and Morgan Stanley & Co. Incorporated are acting as financial advisor to API in connection with the transaction.
About API Technologies Corp.
API, through its subsidiaries, provides engineered systems, components and secure communications as well as high quality engineering services, new product introduction, and turnkey manufacturing for electronic assembly, test, and build services to the global defense and aerospace industry. API Technologies' customers include many leading Fortune 500 companies. API Technologies trades on the OTC Bulletin Board under the symbol ATNY.OB. For further information, please visit the company website at www.apitechnologies.com.
About Spectrum Control, Inc.
Headquartered in Fairview, PA, Spectrum develops, designs, and manufactures high performance, custom solutions for the defense, aerospace, industrial, and medical industries worldwide. It operates in four segments: Advanced Specialty Products, Microwave Components and Systems, Power Management Systems, and Sensors and Controls.
For further information, please contact:
Chairman & CEO
API Technologies Corp.
John P. Freeman, Senior Vice President
and Chief Financial Officer
Spectrum Control, Inc.
SOURCE API Technologies Corp.
Web Site: http://www.apitechnologies.com