Armor Holdings, Inc. and Stewart & Stevenson Services, Inc. Announce Early Termination of Hart-Scott-Rodino Waiting Period
April 19 2006 - 2:05PM
PR Newswire (US)
JACKSONVILLE, Fla. and HOUSTON, April 19 /PRNewswire-FirstCall/ --
Armor Holdings, Inc. (NYSE:AH) and Stewart & Stevenson
Services, Inc. (NYSE:SVC) today announced that the U.S. Department
of Justice and the U.S. Federal Trade Commission have granted early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, in connection with
Armor Holdings' pending acquisition of Stewart & Stevenson. As
previously announced, Armor Holdings and Stewart & Stevenson
have entered into a definitive merger agreement in which Armor
Holdings would acquire all of the outstanding common stock of
Stewart & Stevenson for $35.00 per share in cash. The proposed
transaction remains subject to the satisfaction of customary
closing conditions, including approval by Stewart & Stevenson's
shareholders. Stewart & Stevenson has scheduled a special
meeting of shareholders for May 9, 2006, to vote upon the proposed
transaction. Shareholders of record as of the close of business on
April 5, 2006, will be entitled to vote at the special meeting. The
transaction is expected to close promptly after the special
meeting. On April 7, 2006, Stewart & Stevenson commenced
mailing to shareholders and filed with the Securities and Exchange
Commission definitive proxy materials in connection with the merger
agreement. Shareholders are encouraged to read Stewart &
Stevenson's definitive proxy materials in their entirety as they
provide, among other things, a detailed discussion of the process
that led to the proposed merger and the reasons behind the Stewart
& Stevenson Board of Directors' unanimous recommendation that
shareholders vote FOR the approval and adoption of the merger
agreement and the merger. 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/ . About Stewart & Stevenson
Services, Inc. Stewart & Stevenson Services, Inc., founded in
1902, is primarily engaged in the design, manufacture and service
of medium and light tactical vehicles for the U.S. Army and others
worldwide. Stewart & Stevenson Services, Inc. is not affiliated
with Stewart & Stevenson LLC. For more information on Stewart
& Stevenson Services, Inc., visit http://www.ssss.com/ .
Forward Looking Statements Certain matters discussed herein
constitute forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially
from those projected. These statements may be identified through
the use of words such as "anticipates," "believes," "plans,"
"potentially," "expects," "intends," "future," and similar
expressions. These risks and uncertainties are described in Armor
Holdings, Inc.'s filings with the Securities and Exchange
Commission ("SEC"), including Armor Holdings, Inc.'s Registration
Statement on Form S-3, its Annual Report on Form 10-K for the year
ended December 31, 2005 and most recently filed Forms 8-K and
Stewart & Stevenson Services, Inc.'s filings with the SEC,
including Stewart & Stevenson Services, Inc.'s Annual Report on
Form 10-K for the fiscal year ended January 31, 2006, which are
available at the SEC's web site at http://www.sec.gov/ . Additional
Information and Where to Find It In connection with the proposed
merger transaction with Armor Holdings, Stewart & Stevenson has
filed a definitive proxy statement with the SEC to be used to
solicit shareholder approval of the proposed transaction, as well
as other relevant documents concerning the proposed transaction.
Stewart & Stevenson shareholders are urged to read the
definitive proxy statement regarding the proposed transaction and
any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they contain
important information about Stewart & Stevenson, the proposed
transaction and related matters. You can obtain a free copy of the
definitive proxy statement, as well as other filings containing
information about Stewart & Stevenson with the SEC at the SEC's
website at http://www.sec.gov/ . Copies of the definitive proxy
statement and the SEC filings that will be incorporated by
reference in the definitive proxy statement can also be obtained,
when available, without charge, by directing a request to Stewart
& Stevenson Services, Inc., Investor Relations, P.O. Box 1637,
Houston, Texas 77251 or at Stewart & Stevenson Services, Inc.'s
Investor Relations page on its corporate website at
http://www.ssss.com/ . You can also contact Dan Burch or Charlie
Koons of MacKenzie Partners, Inc., Stewart & Stevenson's proxy
solicitor, if you have any questions relating to the transaction at
800-322- 2885. Stewart & Stevenson and its directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the transactions contemplated
by the merger agreement. Information regarding Stewart &
Stevenson's directors and executive officers and the interests of
those participants may be obtained by reading the proxy statement
regarding the proposed merger and Stewart & Stevenson's Annual
Report on Form 10-K for the fiscal year ended January 31, 2006.
DATASOURCE: Armor Holdings, Inc. CONTACT: Robert R. Schiller,
President of Armor Holdings, Inc., +1-904-741-5400; or Media,
Michael Fox, President, Corporate Communications, +1-203-682-8218,
or , or Investors, James R. Palczynski, Principal, +1-203-682-8229,
or , both of Integrated Corporate Relations, Inc., for Armor
Holdings; or L. Scott Biar, CFO & Treasurer, Stewart &
Stevenson Services, Inc., +1-713-868-7700; or Media, Matt Sherman
or Sharon Goldstein, both of Joele Frank, Wilkinson Brimmer
Katcher, +1-212-355-4449; or Investors, Dan Burch or Charlie Koons,
both of MacKenzie Partners, Inc., +1-212-929-5500, or
+1-800-322-2885, for Stewart & Stevenson Services Web site:
http://www.armorholdings.com/ http://www.ssss.com/
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