JACKSONVILLE, Fla. --- Armor Holdings, Inc., a leading manufacturer and distributor of security products and vehicle armor systems serving law enforcement, military, homeland defense and commercial markets, announced today that it has executed a definitive Agreement and Plan of Merger (the “Agreement”) to acquire Simula, Inc., for $110.5 million, payable in cash or, at the option of Armor Holdings, in a combination of cash and registered shares of Armor Holdings common stock.
Upon consummation of the acquisition, Armor Holdings will acquire all of the outstanding common stock of Simula, retire Simula’s outstanding indebtedness, and assume all liabilities of Simula. The Agreement provides for a good faith deposit, payment of a break-up fee if Simula accepts a competing offer, and other terms customary for similar transactions. The acquisition is subject to, among other conditions, receipt of regulatory approvals, and the approval of Simula’s stockholders. The companies anticipate completion of the acquisition in the fourth quarter of 2003.
“We expect the acquisition of Simula to diversify our product base, expand our technical capabilities and enhance our position as a leading supplier of armor, safety, and survivability systems to the U.S. and foreign militaries, as well as to first responder personnel,” said Warren B. Kanders, Chairman and Chief Executive Officer of Armor Holdings.
For 2002, Simula reported revenues of approximately $114.6 million and income before taxes, discontinued operations, and extraordinary items of approximately $4.7 million. On July 22, 2003, Simula sold its Automotive Safety Devices Division, which was included in its continuing operations in 2002 with reported revenues of approximately $35.1 million.
“With the Agreement complete, we can now turn our attention toward integrating Simula, and its strengths, into our global business,” said Robert R. Schiller, Chief Operating Officer and Chief Financial Officer of Armor Holdings. “We expect the transaction to be immediately accretive to our shareholders.”
Simula is a safety technology company and supplier of human safety and survival systems to all branches of the U.S. military, major aerospace and defense contractors, international military forces, and consumer markets. Its core markets are military aviation safety, military personnel safety, and land and marine safety. Serving the defense industry for almost 30 years, Simula provides personnel protective equipment, including military body armor, energy absorbing seating systems and lightweight armor for aircraft, inflatable restraints for military aircraft, and other protective equipment and technology to the military for the protection of soldiers in a variety of life-threatening or catastrophic situations.
Simula’s products are deployed in military platforms such as the AH-64 Apache and the UH-60 Black Hawk helicopters, the C-17 Globemaster III Transport Aircraft, the M1117 Guardian Security Vehicle, and the M998 HMMWV and in body-worn equipment for personal protection of the U.S. Army, Marine Corps, and Air Force Special Operations Forces. Simula’s primary aerospace and defense customers include Boeing, Sikorsky, Bell Helicopter, the U.S. military services, and the U.S. Coast Guard.
Armor Holdings is a leading manufacturer of security products for law enforcement personnel around the world through its Armor Holdings Products division and is one of the world’s largest and most experienced passenger vehicle armoring manufacturers through its Mobile Security division. Through its military program, it is the prime contractor to the U.S. Military for the supply of armoring and blast protection for High Mobility Multi-purpose Wheeled Vehicles, commonly known as HMMWVs.