Duluth, Ga. – (April 1, 2009) - DataPath,
Inc., a leading provider of satellite and wireless communications networks
around the world, today announced that it has entered into a merger agreement
with Rockwell Collins, Inc. (NYSE:COL). Pursuant to the terms of the merger
agreement, a Rockwell Collins merger subsidiary will be merged with and into
DataPath with DataPath surviving as a wholly-owned subsidiary of Rockwell
Collins.
The aggregate consideration under the merger agreement is
approximately $130 million. Of that amount, approximately $110 million is
associated with existing debt and other obligations. The resulting $19.6
million of merger consideration will be distributed to holders of DataPath’s
common stock in exchange for all the issued and outstanding shares. Each share
of DataPath common stock, other than those shares with respect to which
dissenters rights are properly exercised, will be cancelled and converted into
the right to receive approximately $0.42 per share in cash. The merger is not
subject to a financing condition.
The record date for shareholders
entitled to vote at the special meeting regarding the merger is April 1, 2009
and the date of the special meeting will be May 7, 2009. The merger has been
approved by the DataPath Board and the DataPath Board has recommended that the
merger be approved by the DataPath shareholders. Consummation of the merger is
subject to various closing conditions, including approval by the holders of at
least 66 2/3% of DataPath’s outstanding shares. The holders of approximately
15% of the outstanding shares have signed proxies to vote in favor of the merger
and against any alternative transaction.
The information set forth in
this press release summarizes information set forth in the proxy statement for
the special meeting (which includes a copy of the merger agreement). This
information is material to any purchases or sales of our shares during the
period prior to the time the merger is consummated or the merger agreement is
terminated. DataPath will provide copies of the proxy statement to prospective
qualified purchasers upon written request. The parties currently expect that,
subject to shareholder approval, the merger will be completed in the second
quarter of 2009.
About DataPath,
Inc.
DataPath® is a global leader in creating satellite-based network
solutions that solve customers’ toughest communications challenges. We
specialize in enabling highly complex, video-intensive communications networks
that are critical to the operations of military, civilian government and
commercial organizations. Even in the most urgent time frames and extreme
conditions, we establish and maintain communications anywhere and deliver total
network control through our communications solutions, MaxView® network control
software and comprehensive services. SWE-DISH Satellite Systems AB, a
Stockholm-based, global leader in the design and manufacture of mobile satellite
communications systems, is a wholly owned subsidiary. DataPath is headquartered
in Duluth, Ga., U.S.A. and operates via more than two dozen offices and
distributor locations around the world. For more information, visit
www.datapath.com.
About Rockwell
Collins
Rockwell Collins (NYSE: COL) is a pioneer in the development
and deployment of innovative communication and aviation electronics solutions
for both commercial and government applications. Our expertise in flight deck
avionics, cabin electronics, mission communications, information management and
simulation and training is delivered by nearly 20,000 employees, and a global
service and support network that crosses 27 countries. To find out more, please
visit www.rockwellcollins.com.
Cautionary Notice Regarding
Forward-Statements
This press release contains statements that are
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those projected
as a result of certain risks and uncertainties, including but not limited to,
whether the merger will be approved and effected.
Additional Information
About the Merger and Where to Find It.
Requests for the Proxy Statement
should be sent to Steven R. Wilson, Vice President and General Counsel, at 3095
Satellite Boulevard, Building 800, Suite 600, Duluth, Georgia 30096; telephone:
(678) 597-0549; facsimile: (678) 252-4020; email: swilson@datapath.com.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT DATAPATH, ROCKWELL COLLINS AND THE TRANSACTION.
This
communication shall not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
