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BAE Systems to combine with Armor Holdings

BAE Systems, Inc., a unit of British defense giant BAE Systems plc, has entered into a definitive merger agreement to acquire Armor Holdings Inc. for $88 per share in cash, representing a total consideration for Armor Holdings' fully diluted share capital of approximately $4,144 million (£2,080 million). Including the assumption of net debt of $388 million (£195 million), the transaction is valued at $4,532 million (£2,275 million). Headquartered in Jacksonville Florida, Armor Holdings is a major manufacturer of tactical wheeled vehicles and a leading provider of vehicle and individual armour systems and survivability technologies for the military and adjacent law enforcement and commercial security markets.

Armor Holdings reported sales of $2,361million and profit before tax of $214 million for the year ended 31 December 2006. As at 31 December 2006 Armor Holdings had total assets of $2,318 million. Armor Holdings employs over 8,000 people in 63 locations throughout the US and internationally, including the UK.

The integration of Armor Holdings into BAE Systems Land and Armaments sector is expected to increase BAE Systems' US sales by more than $3 billion by the addition of complementary revenue streams from several priority tactical vehicle programmes. BAE Systems' global marketing presence will enhance Armor Holdings ability to offer tactical wheeled vehicle replacement programmes in overseas markets.

The combined business will be well-positioned to address significant new tactical vehicle requirements. The US and UK armed forces, and many other nations' armed forces, are experiencing an increased demand for tactical wheeled vehicles with increased survivability. Approximately 60% of the US Army's current stated medium truck requirements is still to be manufactured. This requirement, together with additional opportunities in relation to new vehicle programmes - such as the Family of Medium Tactical Vehicles (FMTV), the Mine-Resistant Ambush Protected (MRAP) vehicle, and future prospects such as the Joint Light Tactical Vehicle (JLTV) – are expected to be valued at over $10 billion.

The proposed acquisition is conditional, amongst other things, upon receiving certain required regulatory clearances and the approval of Armor Holdings' shareholders and is expected to close in the third quarter.



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