HAAKSBERGEN, Netherlands and
GERMANTOWN, Md., Nov. 11, 2010 /PRNewswire-FirstCall/ -- TKH Group
N.V. (NYSE Euronext Amsterdam, AMS: TWEKA, "TKH") and
Optelecom-NKF, Inc. (Nasdaq: OPTC, "Optelecom-NKF") today announced
that they have entered into a definitive merger agreement for a
subsidiary of TKH to acquire all of the outstanding shares of
Optelecom-NKF in an all cash merger transaction for $2.45 per share. The per share consideration
represents a premium of 59.1 percent over Wednesday, November 10, 2010's closing price on
the NASDAQ Capital Market of $1.54
and a premium of 72.7 percent over Optelecom-NKF's average closing
share price on the NASDAQ Capital Market over the past thirty
trading days.
Alexander van der Lof, CEO of
technology company TKH stated, "The strategic fit between TKH and
Optelecom-NKF is excellent. Optelecom-NKF's portfolio is
complementary to TKH's existing portfolio and strengthens TKH's
position in the infra, transport and public transit market.
Optelecom-NKF's customers get access to the broad portfolio of
TKH's security solutions. With a strong focus on R&D at both
companies, a further leading position in the security segment is
aimed for. The internationally focused sales activities of
Optelecom-NKF are in line with TKH's objective to increase the
turnover generated by the security solutions to 20% of the total
turnover."
According to Dave Patterson,
president and CEO of Optelecom-NKF, "The knowledge components and
techniques of TKH companies are combined to create innovative
solutions to customer needs. As a member of TKH, this
approach will enable Optelecom-NKF to provide complete security
solutions to our customers, increasing the value we can add through
our strong network of relationships. In a time of increasing
consolidation within the global security industry, this transaction
with TKH represents value for our shareholders and a good strategic
fit for Optelecom-NKF."
The Board of Directors of Optelecom-NKF has unanimously approved
the merger agreement and recommends that Optelecom-NKF's
shareholders vote in favor of the transaction. The transaction,
which is expected to close in the first quarter of 2011, is subject
to the approval of Optelecom-NKF's stockholders and other customary
closing conditions. There is no financing condition to
consummate the transaction.
Additionally, Optelecom-NKF and Draka Holding N.V. ("Draka")
have agreed to a 30% reduction in the principal amount payable by
Optelecom-NKF to Draka under the promissory note entered into in
connection with Optelecom-NKF's acquisition of NKF Electronics B.V.
from Draka in 2005. The reduction in the principal amount of
the note is subject to the payment being made on or prior to
March 8, 2011.
Seale Capital, Inc. served as financial advisors to
Optelecom-NKF and rendered a fairness opinion to the Optelecom-NKF
Board of Directors.
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 euros 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.
Additional Information
In connection with the proposed transaction, the Board of
Directors of Optelecom-NKF will file a proxy statement with the
Securities and Exchange Commission ("SEC"). When completed, a
definitive proxy statement and a form of proxy will be mailed to
the stockholders of Optelecom-NKF. INVESTORS AND SHAREHOLDERS
ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AGREEMENT,
THE PROPOSED MERGER AND THE PARTIES THERETO.
Investors and shareholders will be able to obtain copies of the
proxy statement and other documents filed with the SEC by
Optelecom-NKF without charge and when available, at the SEC's
Website at www.sec.gov. The proxy statement and such other
documents may also be obtained without charge and when available,
from Optelecom-NKF by directing such request to Cathy Mizell, Chief Financial Officer,
Optelecom-NKF, Inc. 12920 Cloverleaf Center Drive, Germantown, MD 20874; telephone: (301)
444-2200.
Optelecom-NKF and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from
Optelecom-NKF's stockholders in connection with the proposed
transaction. Information about Optelecom-NKF's directors and
executive officers and their ownership of the company's common
stock is set forth in Optelecom-NKF's proxy statement
relating to the 2010 annual shareholder meeting, which was filed
with the SEC on March 30, 2010, and
its Current Report on Form 8-K filed with the SEC on August 27, 2010. Stockholders may obtain
additional information regarding the interests of Optelecom-NKF's
directors and executive officers in the merger, which may be
different than those of Optelecom-NKF's stockholders generally, by
reading the proxy statement and other relevant documents regarding
the transaction, when filed with the SEC.
Conference Call
Optelecom-NKF further announces that in light of the proposed
transaction, it has cancelled the previously announced conference
call scheduled for Tuesday, November 16,
2010 at 10:00 am Eastern Standard
Time.
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 benefits and closing of the proposed merger,
the management of Optelecom-NKF and TKH and Optelecom-NKF's and
TKH's expectations, beliefs and intentions. All forward-looking
statements included in this communication are based on information
available to Optelecom-NKF and TKH 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's or
TKH's results of operations or financial condition. Accordingly,
actual results may differ materially and adversely from those
expressed in any forward-looking statements. None of
Optelecom-NKF, TKH 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 and TKH's
control. These factors include: failure to obtain stockholder
approval of the proposed merger; 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 and TKH
undertake no obligation (and expressly disclaim 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 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.
Investor inquiries should be directed to Mr. Rick Alpert at 301-948-7872
SOURCE Optelecom-NKF, Inc.