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Boeing Tenders for All Shares of Argon ST

ST. LOUIS --- The Boeing Company is commencing today, through its wholly owned subsidiary, Vortex Merger Sub Inc., a cash tender offer to purchase all of the outstanding shares of common stock of Argon ST Inc. Boeing announced on Wednesday, June 30 that it had entered into a merger agreement with Argon ST.

Upon successful completion of the tender offer, shareholders of Argon ST will receive $34.50 in cash for each share of Argon ST common stock validly tendered and not validly withdrawn, without interest and less any required withholding taxes.

The board of directors of Argon ST has unanimously determined that the offer and the other transactions contemplated by the merger agreement are fair to and in the best interests of Argon ST's stockholders, and has recommended that Argon ST's stockholders tender their shares in the offer.

The tender offer is scheduled to expire at 12:00 midnight, Eastern time, at the end of the day on Wednesday, Aug. 4, 2010, unless the tender offer is extended.

The consummation of the tender offer is conditioned upon the tender of a majority of the outstanding shares of Argon ST's common stock on a fully diluted basis, as well as receipt of antitrust clearance and other conditions that are specified in the offer documents. Following completion of the tender offer and, if required, receipt of stockholder approval, Boeing expects to consummate a merger in which remaining Argon ST stockholders will receive the same cash price per share as paid in the tender offer. There is no financing condition to the tender offer.

Following the merger, Argon ST will become a wholly owned subsidiary of Boeing and a new division of Boeing Network & Space Systems, a business within the Boeing Defense, Space & Security operating unit.


A unit of The Boeing Company, Boeing Defense, Space & Security is one of the world's largest defense, space and security businesses specializing in innovative and capabilities-driven customer solutions, and the world's largest and most versatile manufacturer of military aircraft. Headquartered in St. Louis, Boeing Defense, Space & Security is a $34 billion business with 68,000 employees worldwide.

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Boeing Commences Tender Offer for All Shares of Argon ST