Gregory Parent to be Acquired by BAE Systems…

Armor Holdings, Inc., the parent company to Gregory Mountain Products since January of 2005, has entered into a definitive merger agreement to be acquired by BAE Systems, a global company engaged in the development, delivery and support of advanced defense and aerospace systems in the air, on land and at sea. BAE Systems will pay $4.1 billion, or $88.00 per share through a one-step merger.

The transaction is subject to approval of Armor Holdings, Inc. shareholders and to customary closing conditions, including compliance with The Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval under the Exon-Florio National Security Test for Foreign Investment. The transaction is expected to close in the third quarter.

BAE Systems is the fourth largest Defense company in the world with over 88,000 employees and $22 billion in annual revenue.

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Thomas J. Ryan

Thomas J. Ryan Senior Business Editor | SGB Media tryan@sgbonline.com | 917.375.4699

Gregory Parent to be Acquired by BAE Systems

Armor Holdings, Inc., the parent company to Gregory Mountain Products, has entered into a definitive merger agreement to be acquired by BAE Systems, Inc., a wholly-owned subsidiary of BAE Systems plc, a global company engaged in the development, delivery and support of advanced defense and aerospace systems in the air, on land and at sea.

BAE Systems, Inc. has agreed to acquire all of the outstanding stock of Armor Holdings, Inc. for $4.1 billion, or a price per common share of $88.00 through a one-step merger. The transaction is subject to approval of Armor Holdings, Inc. shareholders and to customary closing conditions, including compliance with The Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval under the Exon-Florio National Security Test for Foreign Investment. The transaction is expected to close in the third quarter.

Warren B. Kanders, Chairman and Chief Executive Officer of Armor Holdings, Inc. said, “We are exceptionally pleased to join forces with BAE Systems plc, a global leader in the defense industry. We would like to thank our shareholders for the constant support they have shown our company through numerous transactions and business initiatives that have enabled us to deliver superior investment returns. Importantly, we would also like to thank our management team and our Board of Directors for their dedication and stewardship over the years.”

Robert R. Schiller, President of Armor Holdings, Inc., commented, “We are excited to move this business to the next phase of its development. We have no doubt that BAE Systems will place the needs of our customer and those of the men and women in uniform who depend on our products at the center of their ongoing effort. We owe a special thanks and a deep debt of gratitude to each of our over 8,000 employees around the world. Their tireless commitment to excellence and innovation has and will continue to make this organization strong for many years into the future.”

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