BAE Systems enters agreement to acquire MTC Technologies Inc.

ROCKVILLE, Md., 30 Dec. 2007. BAE Systems has entered into a definitive agreement to acquire MTC Technologies Inc., a Dayton, Ohio-based company providing technical and professional services, and equipment integration and modernization for the U.S. military and intelligence agencies.

ROCKVILLE, Md., 30 Dec. 2007. BAE Systems has entered into a definitive agreement to acquire MTC Technologies Inc., a Dayton, Ohio-based company providing technical and professional services, and equipment integration and modernization for the U.S. military and intelligence agencies.

MTC Technologies' shareholders will receive $24 in cash per share of common stock, without interest, in the transaction, representing a total consideration for MTC Technologies' fully diluted share capital of approximately $367 million. Including the assumption of net debt of $81 million, the transaction is valued at approximately $450 million.

The acquisition of MTC Technologies is consistent with BAE Systems' strategy to become the premier global defense and aerospace company by growing its business in the company's six home markets, including the United States, and by growing the company's worldwide services businesses.

Walt Havenstein, president and CEO of BAE Systems Inc. says: "This acquisition helps us become an even more effective prime contractor and provider of technical solutions and services, which means we will have a greater capability to meet our customers' most demanding needs, specifically in the areas of readiness and sustainment."

MTC Technologies, which currently employs approximately 2,900 people, will become part of BAE Systems' Customer Solutions operating group, headquartered in Arlington, Virginia, as part of the company's Technology Solutions & Services (TSS) line of business.

The combination of MTC Technologies with BAE Systems is an outstanding fit with very complementary offerings, and will position the organization to bring proven capabilities to a broader spectrum of customers. BAE Systems has long been recognized as a leading provider of solutions and services across a product's life-cycle for the U.S. Navy. MTC Technologies similar expertise in supporting U.S. Air Force and U.S. Army programs will create an organization poised to deliver critical solutions to its customers throughout the U.S. Armed Forces and the U.S. intelligence community.

The proposed acquisition is conditional upon receiving certain required regulatory clearances and the approval of MTC Technologies shareholders', among other things, and is expected to close in the first half of 2008.

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