MTC Signs Merger Agreement


DAYTON, Ohio, Dec. 21 / -- MTC Technologies, Inc. (Nasdaq Global Select Market: MTCT), an industry-recognized provider of aircraft modernization and sustainment, professional services, C4ISR, and logistics solutions to the Department of Defense and national security agencies, announced today that it has signed a definitive merger agreement to be acquired by BAE Systems, Inc. The transaction, which is valued at approximately $450 million, includes the purchase of all the outstanding shares of MTCT for a cash price of $24.00 per share plus the assumption of debt.

Dr. Raj Soin, Chairman and CEO of MTC, commented, "We are pleased to join forces with such a formidable organization. We also take great pride in what MTC has accomplished over the last 23 years, and realize that it would not have been possible without the effort of our loyal employees, subcontractors and valued customers. I am confident the combination of our organizations will foster even greater employee development and expanded market opportunities."

BAE Systems is a premier global defense and aerospace company, delivering a full range of products and services for air, land and naval forces, as well as advanced electronics, information technology solutions and customer support services. With 96,000 employees worldwide, BAE Systems' sales exceeded US $27 billion (15 billion pounds Sterling) in 2006.

The acquisition is expected to close in the first half of 2008, subject to the satisfaction of customary closing conditions, including stockholder approval and any required regulatory approvals. Raymond James is serving as financial advisor to MTC, Stifel Nicolaus provided a fairness opinion to MTC's Board of Directors and Jones Day is serving as MTC's legal counsel.

FCMN Contact: daniel.bigelow@mtctechnologies.com

Source: MTC Technologies, Inc.

CONTACT: Investor Relations and Media,Dan Bigelow Director, Investor Relations & Corporate Communications, daniel.bigelow@mtctechnologies.com;

or Other Information, Michael Gearhardt, Chief Financial Officer, michael.gearhardt@mtctechnologies.com, both at +1-937-252-9199, both of MTC Technologies, Inc.

Web site: http://www.mtctechnologies.com/

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