LANCASTER, Pa., March 16, 2011 /PRNewswire/ -- Herley Industries,
Inc. (Nasdaq: HRLY), a leader in the design, development and
manufacture of microwave technology solutions for the defense,
aerospace and medical industries worldwide, today announced the
expiration of the waiting period under the Hart-Scott Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"),
with respect to the previously announced acquisition of all the
outstanding shares of common stock of Herley by Lanza Acquisition
Co., an indirect, wholly-owned subsidiary of Kratos Defense &
Security Solutions, Inc. Accordingly, the condition with respect to
the expiration or termination of the waiting period under the HSR
Act has been satisfied.
As previously disclosed, Lanza commenced a tender offer on
February 25, 2011 for all of the
outstanding shares of common stock of Herley at a price of
$19.00 per share in cash, without
interest. The tender offer is being made pursuant to an Offer to
Purchase and a related letter of transmittal, each dated
February 25, 2011, and a merger
agreement entered into on February 7,
2011 among Herley, Kratos, and Lanza. Pursuant to the merger
agreement, after completion of the tender offer and the
satisfaction or waiver of all conditions, Herley will merge with
Lanza and all outstanding shares of Herley's common stock, other
than shares held by Kratos, Lanza or Herley or shares held by
Herley's stockholders who have and validly exercise appraisal
rights under Delaware law, will be
canceled and converted into the right to receive cash equal to the
$19.00 offer price per share.
The tender offer and withdrawal rights are scheduled to expire
at midnight, New York City time,
on March 24, 2011 unless extended or
earlier terminated. The completion of the tender offer
remains subject to certain conditions as described in the tender
offer statement on Schedule TO filed with the Securities and
Exchange Commission (the "SEC") on February
25, 2011.
About Herley Industries, Inc.
Herley Industries, Inc. (Nasdaq: HRLY) is a leader in the
design, development and manufacture of microwave technology
solutions for the defense, aerospace and medical industries
worldwide. Based in Lancaster, PA,
Herley has seven manufacturing locations and approximately 1000
employees. Additional information about the company can be found on
the Internet at www.Herley.com.
About Kratos Defense & Security Solutions, Inc.
Kratos (Nasdaq: KTOS) provides mission critical products,
services and solutions for United States National Security.
Principal products, services and solution offerings relate to and
support C5ISR, weapon systems sustainment, military weapon range
operations and technical services, network engineering services,
information assurance and cybersecurity solutions, security and
surveillance systems, and critical infrastructure security system
design and integration. Kratos is headquartered in San Diego, California, with resources located
throughout the U.S. and at key strategic military locations.
Additional Information Filed with the SEC
This press release is neither an offer to purchase, nor a
solicitation of an offer to sell, any securities. The solicitation
and the offer to buy shares of Herley's common stock is being made
pursuant to an offer to purchase and other related materials that
Lanza Acquisition Co., an indirect, wholly-owned subsidiary of
Kratos Defense & Security Solutions, Inc., has filed with
the SEC. Lanza Acquisition Co. has filed a Tender Offer Statement
on Schedule TO containing an offer purchase, forms of letters of
transmittal and other documents relating to the tender off (the
"Tender Offer Statement") with the SEC in connection with the
commencement of the offer, and the Company has filed a Solicitation
/ Recommendation statement on Schedule 14D-9 (the "Recommendation
Statement") with respect to the tender offer. Security holders of
Herley are advised to read the Tender Offer Statement and
Recommendation Statement, including any amendments thereto, because
they contain important information that should be read carefully
and considered before any decision is made with respect to the
tender offer. Investors and security holders of Herley also are
advised that they may obtain free copies of the Tender Offer
Statement and other documents filed by Kratos Defense &
Security Solutions, Inc. with the SEC and the Recommendation
Statement and other documents filed by Herley on the SEC's website
at http://www.sec.gov. In addition, free copies of the Tender Offer
Statement and related materials may be downloaded (when these
documents become available) from Herley's website at:
http://www.Herley.com/index.cfm?act=investor; and free copies of
the Recommendation Statement and related materials may be obtained
from Herley by written request to: Herley Industries, Inc., Attn:
Investor Relations, 3061 Industry Drive, Suite 200, Lancaster, PA 17603.
For information at Herley
contact:
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Herley Industries,
Inc.
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3061 Industry Drive
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Lancaster, PA 17603
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Peg Guzzetti, Investor
Relations
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Tel: (717) 397-2777
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SOURCE Herley Industries, Inc.