MTC Technologies, Inc. Stockholders Adopt Agreement and Plan of Merger
29 February 2008 - 9:07AM
PR Newswire (US)
DAYTON, Ohio, Feb. 28 /PRNewswire-FirstCall/ -- 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 the
stockholders of MTC Technologies, Inc., a Delaware corporation
("MTC") voted to adopt the Agreement and Plan of Merger dated
December 21, 2007 (the "Merger Agreement"), by and among BAE
Systems, Inc., a Delaware corporation ("BAE Systems"), Mira
Acquisition Sub Inc., a Delaware corporation and a wholly owned
subsidiary of BAE Systems, Inc. ("Merger Sub") and MTC.
Approximately 99.9% of the shares of MTC common stock voted at the
special meeting of MTC stockholders were voted in favor of the
proposal to adopt the Merger Agreement. This equates to
approximately 90% of the total number of shares of MTC common stock
outstanding and entitled to vote at the special meeting of MTC
stockholders. The United States Department of the Treasury has
notified MTC and BAE Systems that the Committee on Foreign
Investment in the United States ("CFIUS") completed its review of
the proposed merger (the "Merger") of Merger Sub with and into MTC
pursuant to the Merger Agreement. CFIUS determined that there were
no issues of national security to warrant an investigation under
the Exon-Florio Amendment. Therefore, CFIUS concluded action under
the Exon-Florio Amendment with respect to the Merger. MTC expects
the Merger to close in the first half of 2008. Forward-looking
Statements This document 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, including risks and uncertainties
specific to the proposed transaction, such as, among other things:
the risk that the acquisition may not be completed in the time
frame expected by the parties; the failure to satisfy all of the
other conditions to the proposed transaction; and adverse effects
on the market price of the MTC's common stock and on MTC's
operating results in the event of a failure to complete 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 http://www.sec.gov/. All
forward-looking statements included in this document are based upon
information available to MTC as of the date of this document 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. For further information on MTC, visit
the website at http://www.mtctechnologies.com/. DATASOURCE: MTC
Technologies, Inc. CONTACT: Investor Relations & Media Contact:
Dan Bigelow, Director, Investor Relations & Corporate
Communications, , or Michael Gearhardt, Chief Financial Officer, ,
both of MTC Technologies, Inc., +1-937-252-9199 Web site:
http://www.mtctechnologies.com/
Copyright