Elbit Systems signs agreements to purchase balance of Azimuth Technologies' shares

Elbit Systems announced today, further to its announcement on November 12, 2008, that on January 24, 2010 a merger agreement was signed with Azimuth Technologies Ltd. ("Azimuth") under which it will acquire the balance of Azimuth's shares. In November 2008, Elbit Systems purchased 19% of Azimuth's shares. Under the newly signed agreement Elbit Systems' wholly owned subsidiary, Elbit Security Systems Ltd., will purchase the balance of Azimuth's shares from Azimuth's shareholders for a price of approximately $46.5 million (173 million shekels). In the event that prior to the merger Azimuth distributes a dividend in the amount of approximately $5.4 million (20 million shekels), the above mentioned consideration will be reduced by approximately $4.3 million (16 million shekels).

Under the terms of the merger agreement an amount of approximately $3.2 million (12 million shekels) of the above mentioned consideration will be held by a trustee for the purpose of indemnifying Elbit in accordance with the terms of the agreement and will be distributed, in whole or in part, to the shareholders at a later date as provided in the agreement.

The closing of the transaction is subject to approval by a general meeting of Azimuth's shareholders as well as approval by the Israeli Antitrust Authority.

Azimuth is an Israeli company engaged mainly in the areas of satellite navigation systems (GPS), electro-optics and data communications, for defense, para-government and civil applications. The company's systems are designed for target acquisition, fire coordination, navigation and orientation solutions, command and control as well as optical measurement systems for high accuracy. Azimuth has a subsidiary in the U.K. engaged in similar activities.

Joseph Ackerman, President and CEO of Elbit Systems, commented: "Azimuth is a leader in its areas of activity, with excellent employees and highly advanced technological capabilities complementing those of Elbit Systems Electro-Optics Elop." Ackerman added: "The acquisition of the balance of Azimuth's shares underscores our long-term strategy of growth through mergers and acquisitions of complementary companies with high synergistic value. The acquisition will provide us with added value in the satellite navigation field, and we expect that the combination of the new capabilities alongside our existing ones will further strengthen our position as a global leader in the electro-optics field in Israel and abroad."

Source: Elbit Systems