MAY 2, 2002 12:15 EDT
ROSWELL, Ga., -- General Dynamics and Advanced Technical Products, Inc. have entered into a definitive agreement for General Dynamics to acquire all 5.89 million outstanding shares of Advanced Technical Products (ATP) for a cash purchase price of $33.50 per share. In addition, General Dynamics would assume approximately $36.2 million of ATP's net debt and retire approximately $16.2 million in ATP stock options, bringing the transaction's value to approximately $250 million. The acquisition would be immediately accretive to General Dynamics' earnings. ATP closed at $28.53 in yesterday's trading.

The proposed transaction, unanimously approved by the boards of directors of both companies, is subject to ATP shareholder and regulatory approval and customary closing conditions. It is expected to be completed within the next 60 days. Upon completion of the acquisition, ATP will become part of General Dynamics Armament Systems, and the combined entity will be known as General Dynamics Armament and Technical Products.

The purchase of ATP gives General Dynamics a strong technology position on key programs aligned with homeland defense and DoD transformation initiatives. ATP is an industry leader in composites technology and production; Armament Systems is an industry leader in integrated armament products for air, land and sea platforms.

"Although we make different products, our companies serve many of the same customers and have highly complementary technologies. The combined organization will be able to expand into new growth markets," said Linda Hudson, president of General Dynamics Armament Systems. When the transaction closes, Hudson will be the president of General Dynamics Armament and Technical Products.

General Dynamics Armament Systems provides a broad range of armament solutions for the full range of military applications. The company designs, develops and produces complete armament systems for warfighters, fixed and rotary wing aircraft, land vehicles and sea-based platforms. In addition, Armament Systems provides system management for several key DoD programs, including the Hydra-70 2.75 inch rocket system.

More information about Armament Systems can be found at www.gdarm.com

Advanced Technical Products, headquartered in Roswell, Georgia, has four operating divisions (Marion, Va.; Lincoln, Neb.; DeLand, Fla.; and Glen Cove, N.Y.) employing more than 1,400 people. ATP manufactures advanced composite- based products using several manufacturing capabilities including: autoclave lamination, filament winding, resin transfer molding and metal bonding. These products are on board many U.S. fighter aircraft and helicopters. ATP is also a leader in the development and production of portable biological and chemical detection systems, tactical deception equipment and mobile shelter systems.

More information about Advanced Technical Products can be found at www.atpx.com

Military & Aerospace Electronics