In connection with the proposed
merger (the “Merger”) of Mira Acquisition Sub Inc. (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of BAE Systems, Inc., a Delaware corporation (“BAE Systems”), with and into MTC Technologies, Inc.,
a Delaware corporation (“MTC”), pursuant to an Agreement and Plan of Merger by and among BAE Systems, Merger Sub, and MTC dated as of December 21, 2007, with MTC’s consent, BAE Systems voluntarily withdrew its filing under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, on February 13, 2008, and refiled on February 15, 2008. MTC continues to expect the Merger to close during the first half of 2008.
Additional Information
In connection
with the proposed merger transaction with BAE Systems, MTC has filed a definitive proxy statement with the SEC to solicit stockholder approval of the proposed transaction, as well as other relevant documents concerning the proposed transaction.
INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MTC, THE PROPOSED
TRANSACTION AND RELATED MATTERS. You can obtain the proxy statement, as well as other filings containing information about MTC, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the definitive proxy statement and other
filings made by MTC with the SEC can also be obtained, free of charge, by directing a request to MTC Technologies, Inc., 4032 Linden Avenue, Dayton, Ohio 45432, Attention: Corporate Secretary.
Participants in the Solicitation
The directors and executive officers of MTC
and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding MTC’s directors and executive officers is available in MTC’s Annual Report on Form 10-K, which
was filed with the SEC on March 13, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the proxy statement
and other relevant materials filed with the SEC. These documents are available free of charge at the SEC’s web site at
www.sec.gov
. Investors should read the proxy statement carefully before making any voting or investment decisions.
Forward-Looking Statements
This Report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties. MTC cautions readers that any
forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. The following factors, among others, could cause actual results to differ
from those set forth in the forward-looking statements: the ability to obtain
regulatory approvals of the transaction on the proposed terms and schedule; the failure of MTC stockholders to approve the transaction; the risk that the
acquisition may not be completed in the time frame expected by the parties; and the failure to satisfy all of the other conditions to the proposed transaction. Additional factors that may affect future results are contained in MTC’s filings
with the SEC, which are available at the SEC’s web site at
www.sec.gov
. All forward-looking statements included in this Report are based upon information available to MTC as of the date of this Report and speak only as of the date
hereof. MTC disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise.
