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Arotech to Acquire Armour
of America for $22 Million
AoA, with $16 million in sales
and $6.7 million in pre-tax net profit,
manufactures Humvee armor kits, aircraft and marine armor, and armored
vests
July
15, 2004 - Arotech Corporation (NasdaqNM: ARTX) announced today
that it has contracted to acquire California-based Armour of America
Incorporated, an innovative leader in ballistic armoring. AoA’s
latest twelve-month revenues reached $16.0 million, with a pre-tax
net profit of $6.7 million.
Arotech will purchase all of AoA’s
outstanding capital stock for $22 million, with additional possible
earn-outs if AoA is awarded certain material contracts. The transaction
is financed with cash obtained from warrant exercises and the sale
of common stock to institutional investors, off of Arotech’s
remaining shelf registration (see separate release).
The Company expects AoA to add
an exciting new dimension to its Armoring division, currently comprised
of MDT Armor in Alabama and MDT Protective Industries in Israel.
Arotech’s Armor group has seen significant growth in vehicle
armoring this year. The acquisition of AoA will add personal, aviation
and marine armoring activities, making the group a major player
in an expanding global market.
During the twelve months ended
June 30, 2004, AoA had revenues of $16 million and net profit of
$6.7 million (unaudited). In 2003 AoA’s revenues reached $7.6
million, with a net profit (pre-tax) of $3.3 million. The US Army,
Navy and Coast guard, as well as other foreign military agencies,
form the core of AoA’s military customers.
AoA, founded in 1972, manufacturers
aviation armor both for helicopters and for fixed wing aircraft,
marine armor, personnel armor, armoring kits for military vehicles,
fragmentation blankest and a unique ballistic/flotation vest (ArmourFloat)
that is U.S. Coast Guard-certified.
AoA provides armor for both rotary and fixed
wing aircraft. For example, the C-130 armor kits include protection
for the flight deck, crew seats, galley, radome, liquid oxygen bottle,
and paratroop doors. Customers include, among others, the air forces
of Australia, Canada, the United States (Navair), Norway, Sweden
and Brazil.
For the Marine market, AoA manufacturers gun
mounts for Naval Ships and Patrol Boats.
AoA offers a wide variety of soft and hard
armored vests to protect personnel in any type of high-risk special
purpose application, such as in the military and the law enforcement
markets. The ballistic armor combines handgun, submachine gun, and
rifle protection with load-bearing pockets.
In the military vehicle market, AoA provides
soft armor for fragmentation blankets and hard armor for military
Humvees, for 2½ ton and 5 ton trucks, and for armored personnel
carriers.
AoA’s management, which has overseen the company’s
outstanding growth, will stay with the company and continue to run
the business – as a wholly-owned subsidiary of Arotech –
after the acquisition. Arthur Schreiber will continue as President,
and John Neimens as General Manager. The closing of the acquisition
is subject to customary conditions to closing, and is expected to
close in August 2004.
“Armour of America is a
classic fit as a part of Arotech, a dynamic and fast-growing defense
and security company,” said Arthur Schreiber, President of
AoA. “Arotech is well on the way to becoming a recognized
force in this field, and we at AoA are proud to be able to be a
part of it”.
“We are now focusing on
our growing Armoring group,” said Robert S. Ehrlich, Arotech
Chairman and CEO. “This acquisition will significantly expand
Arotech’s array of armoring for a variety of military and
law enforcement applications, will increase revenue and strongly
contribute to making us EBITDA profitable.”
Conference Call
There will be a special conference
call on Monday, July 19, 2004 at 10:00 a.m. EDT to discuss the AoA
acquisition and its impact on Arotech. Those wishing to take part
in the conference call should call 1-800-2890493 (US) or +1-913-981-5510
(international) a few minutes before the 10:00 a.m. EDT start time.
In addition, an instant replay will be available Monday, July 19,
2004 at 1:00 p.m. EDT until Tuesday, July 20, 2004 at 11:59 p.m.
EDT. The replay telephone number is 1-888-203-1112 (US); +1-719-457-0820
(international). The confirmation number is 512138.
About Arotech Corporation
Arotech Corporation provides quality
defense and security products for the military, law enforcement
and homeland security markets, including advanced zinc-air and lithium
batteries and chargers, multimedia interactive simulators/trainers
and lightweight vehicle armoring.
The Battery and Power Systems
Division includes Electric Fuel Battery Corporation and Epsilor
Electronic Industries. The Simulation, Training and Consulting Division
includes IES Interactive Training and FAAC Incorporated. The Armored
Vehicle Division includes MDT Armor Corp and MDT Protective Industries
Ltd.
Arotech is incorporated in Delaware,
with corporate offices in New York, and research, development and
production subsidiaries in Alabama, Colorado, Michigan and Israel.
Except for the historical information herein,
the matters discussed in this news release include forward-looking
statements, as defined in the Private Securities Litigation Reform
Act of 1995. Readers are cautioned not to place undue reliance on
these forward-looking statements, as they are subject to various
risks and uncertainties that may cause actual results to vary significantly.
These risks and uncertainties include, but are not limited to, risks
relating to: product and technology development; the uncertainty
of the market for Arotech’s products; changing economic conditions;
delay, cancellation or non-renewal, in whole or in part, of contracts
or of purchase orders; and other risk factors detailed in Arotech’s
most recent Annual Report on Form 10-K for the fiscal year ended
December 31, 2003 and other filings with the Securities and Exchange
Commission. Arotech assumes no obligation to update the information
in this release. Reference to the Company’s website above
does not constitute incorporation of any of the information thereon
into this press release.
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