Optelecom-NKF, Inc. Stockholders Approve Merger Agreement With TKH
Group N.V.
GERMANTOWN, Md., Jan. 26, 2011
GERMANTOWN, Md., Jan. 26, 2011 /PRNewswire/ -- Optelecom-NKF, Inc.
(Nasdaq: OPTC, "Optelecom-NKF") today announced that at a special
meeting of stockholders held yesterday its stockholders approved
the proposal to adopt the definitive merger agreement by and among
Optelecom-NKF, TKH Group N.V. (NYSE Euronext Amsterdam, AMS: TWEKA,
"TKH") and a subsidiary of TKH.
The proposal to adopt the merger agreement required the
affirmative vote of a majority of the outstanding shares of common
stock of Optelecom-NKF. Stockholders holding approximately
56.5 percent of the outstanding shares of common stock of
Optelecom-NKF as of the close of business on December 7, 2010, the record date for the special
meeting, voted for the proposal to adopt the merger agreement. Of
the 60 percent of outstanding shares of common stock that voted
approximately 95 percent voted in favor of the merger agreement.
As a result of the merger contemplated by the merger agreement,
each outstanding share of Optelecom-NKF common stock immediately
before the completion of the merger will be cancelled and
automatically converted into the right to receive $2.45 in cash, without interest and less any
applicable withholding taxes, and Optelecom-NKF will become an
indirect wholly-owned subsidiary of TKH. Subject to the
satisfaction or waiver of certain conditions set forth in the
merger agreement and described in detail in the Definitive Proxy
Statement on Schedule 14A filed by Optelecom-NKF with the
Securities and Exchange Commission on December 20, 2010, Optelecom-NKF expects to close
the merger on January 27, 2011.
Optelecom-NKF was advised by Seale Capital, Inc. and TKH was
advised by ING Financial Markets LLC.
About Optelecom-NKF
Optelecom-NKF is a global supplier of advanced video
surveillance solutions. Its range includes IP cameras, video
servers/codecs, network video recorders, fiber transmission
equipment, video management software, and video analytics. It
delivers complete solutions for traffic monitoring and security of
airports, seaports, casinos, prisons, utilities, public transit,
city centers, hospitals, and corporate campuses.
Founded in 1972, Optelecom-NKF has a strong track record in
providing its customers with expert technical advice and support in
addition to products that are developed and tested for professional
and mission critical applications. All Optelecom-NKF IP
surveillance solutions are marketed under the Siqura® name.
About TKH
Technology company TKH Group N.V. ("TKH") in the Netherlands, is an internationally active
group of companies that specialises in creating and supplying
innovative Telecom, Building and Industrial Solutions. In TKH's
business segments basic technologies in the fields of ICT and
electro-technology from the various operating companies are
combined – frequently in partnership with suppliers – to develop
total solutions. Telecom Solutions develops, produces and supplies
systems ranging from outdoor infrastructure for telecom networks
through to indoor home networking applications. Building Solutions
develops, produces and supplies solutions in the field of efficient
electro-technology ranging from applications within buildings
through to technical systems that – combined with software –
provide efficiency solutions for the care and security sectors.
Industrial Solutions, develops, produces and supplies solutions
ranging from specialty cable, "plug and play" cable systems through
to integrated systems for the production of car and truck tyres.
Growth is concentrated in North West and Central and Eastern Europe and Asia. In 2009, TKH booked turnover of €726
million with a workforce of 3,564 employees. TKH shares are listed
on the NYSE Euronext Amsterdam. For more information, please visit
TKH Group's website: www.tkhgroup.com.
Caution Regarding Forward-Looking Statements
This communication contains forward-looking statements that
involve numerous risks and uncertainties. The statements contained
in this communication that are not purely historical are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange
Act of 1934, as amended, including, without limitation, statements
regarding the expected closing of the proposed merger. All
forward-looking statements included in this communication are based
on information available to Optelecom-NKF on the date hereof.
In some cases, you can identify forward-looking statements by
terminology such as "may," "can," "will," "should," "could,"
"expects," "plans," "anticipates," "intends," "believes,"
"estimates," "predicts," "potential," "targets," "goals,"
"projects," "outlook," "continue," or variations of such words,
similar expressions, or the negative of these terms or, other
comparable terminology. No assurance can be given that any of
the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what impact they will
have on Optelecom-NKF results of operations or financial condition.
Accordingly, actual results may differ materially and
adversely from those expressed in any forward-looking statements.
Neither Optelecom-NKF nor any other person can assume
responsibility for the accuracy and completeness of forward-looking
statements and there are various important factors that could cause
actual results to differ materially from those in any such
forward-looking statements, many of which are beyond
Optelecom-NKF's control. These factors include: failure to
obtain, delays in obtaining or adverse conditions contained in any
required approvals; failure to consummate or a delay in
consummating the transaction for other reasons, changes in laws or
regulations; and changes in general economic conditions.
Optelecom-NKF undertakes no obligation (and expressly
disclaims any such obligation) to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. For additional information please
refer to Optelecom-NKF's Definitive Proxy Statement on Schedule 14A
filed with the SEC on December 20,
2010 and Optelecom-NKF's most recent Annual Report on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K filed with the SEC.
SOURCE Optelecom-NKF, Inc.