Armor Holdings, Inc. Raises Purchase Price for Stewart & Stevenson to $36.50 Per Share, Contingent on S&S Shareholder Approval
May 15 2006 - 7:29AM
PR Newswire (US)
Offer Price Will Revert to $35.00 Per Share If Not Approved on May
25th JACKSONVILLE, Fla., May 15 /PRNewswire-FirstCall/ -- Armor
Holdings, Inc. (NYSE:AH), a leading manufacturer and distributor of
security products and vehicle armor systems serving military,
law-enforcement, homeland security and commercial markets,
announced today that it has amended its merger agreement with
Stewart & Stevenson Services, Inc. (S&S) (NYSE:SVC) to
reflect an increase in purchase price from $35.00 to $36.50 per
share, contingent on approval of the merger by S&S shareholders
at a special meeting scheduled to be reconvened on May 25, 2006 at
9:00 a.m. Houston time. If S&S shareholders do not approve the
amended merger agreement reflecting the new price at the May 25th
special meeting, Armor Holdings' offer will revert to the
previously agreed upon $35.00 per share and remain in effect
through November 27, 2006 as set forth in the original merger
agreement filed with the Securities and Exchange Commission (SEC)
on March 3, 2006, and in S&S's definitive proxy statement filed
with the SEC on April 7, 2006. The record date for shareholders
entitled to vote at the meeting remains April 5, 2006. Armor
Holdings also announced today that it is considering filing a
lawsuit against Oshkosh Truck Corporation alleging, among other
things, that Oshkosh's recent actions constitute tortious
interference with the merger agreement between Armor Holdings and
S&S dated as of February 27, 2006. Armor Holdings has retained
Baker Botts L.L.P. as legal counsel to assist in considering this
action. Armor Holdings is being advised on the transaction by
Pruzan & Co. LLC. Wachovia Securities delivered a fairness
opinion to Armor Holdings' Board of Directors. The law firm of Kane
Kessler, P.C. is acting as legal counsel for Armor Holdings. Armor
Holdings has also retained D.F. King & Co. as its proxy
solicitor in connection with the transaction. About Armor Holdings,
Inc. Armor Holdings, Inc. (NYSE:AH) is a diversified manufacturer
of branded products for the military, law enforcement, and
personnel safety markets. Additional information can be found at
http://www.armorholdings.com/. Certain matters discussed in this
press release constitute forward-looking statements that involve
risks and uncertainties that could cause actual results to differ
materially from those projected. The Company may use words such as
"anticipates," "believes," "plans," "expects," "intends," "future,"
and similar expressions to identify forward-looking statements.
These risks and uncertainties are described in the Company's
filings with the Securities and Exchange Commission, including the
Company's Registration Statement on Form S-3, its 2005 Form 10-K
and most recently filed Forms 8-K and 10-Q. DATASOURCE: Armor
Holdings, Inc. CONTACT: Robert R. Schiller, President & Chief
Operating Officer of Armor Holdings, Inc., +1-904-741-5400; or Drew
Brown or Rich Coyle, both of Citigate Sard Verbinnen, for Armor
Holdings, Inc., +1-212-687-8080; or Richard Grubaugh of D. F. King
& Co., for Armor Holdings, Inc., +1-212-493-6950 Web site:
http://www.armorholdings.com/
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