KippsDeSanto & Co. is pleased to announce the sale of our client, Ampex Data Systems Corporation (“Ampex” or “the Company”), to Delta Information Systems, Inc. (“Delta”). Ampex delivers innovative aerospace electronic solutions to enable high performance ruggedized airborne data storage and recording for mission and flight test operations, in support of a diverse, global customer base that includes blue chip Original Equipment Manufacturers (“OEM”), Tier 1 suppliers, and military agencies. Ampex differentiates from its competitors through a suite of highly-proprietary designs and software, as well as a history of investment in intellectual property, to underpin a unique set of products for the collection of digital image, sensor, and complex avionics data across several aircraft and ground platforms. Through this acquisition, Delta is able to combine the Company’s technologies with its own line of video communications and aerospace telemetry products to capitalize on the growing addressable market for ruggedized data acquisition and airborne network file servers.

Based in Redwood City, CA, Ampex is an aerospace electronics company focused on designing and producing high capacity, high performance ruggedized data recorders and network file servers used in flight testing programs and intelligence, surveillance, and reconnaissance (“ISR”) missions, with a focus on functionality and compatibility with cutting-edge sources. The Company’s extensive engineering capabilities, industry certifications, and specialized product approaches have established it as a pioneer in the airborne data acquisition field; Ampex is one of a few suppliers in the world with the Chapter 10 recording certification, enabling it to meet the range of highly-stringent mil-spec recording standards and construction specifications. Ampex also boasts an experienced team of subject matter experts and thought leaders in the fields of airborne communications technology, ruggedization, and sensor electronics. Given recent investments in technology upgrades and new product releases, as well as the increasing role of ISR and data acquisition in global aircraft operations, the Company is well-positioned for growth in the aerospace electronics / sensors market.

We believe this transaction demonstrates several key trends in the aerospace / defense and government technology solutions M&A environment:

• Continued M&A activity within lucrative aerospace electronics market
• Strategic acquisitions by mid-sized aerospace / defense companies to enhance technology depth and customer reach in order to catalyze growth
• Attractiveness of sellers with thought leadership and extensive intellectual property, creating barriers to entry in high growth, emerging technology areas

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading aerospace / defense and government technology solutions companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.

 

PRESS RELEASE

Delta Information Systems, Inc. Completes Acquisition of Ampex Data Systems Corporation

Horsham, PA, October 28, 2014 – We are very pleased to announce that Delta Information Systems, Inc. has completed the acquisition of Ampex Data Systems Corporation (ADSC) of Redwood City, CA. ADSC is a leading supplier of high-capacity, high-performance digital storage systems capable of functioning in demanding environments on land, at sea or in the air.Delta Information Systems, Inc. Completes Acquisition of Ampex Data Systems Corporation

“We are very excited about our new relationship with ADSC. For nearly 70 years, Ampex Corporation has been the acknowledged leader in recording and storage technology and Ampex Data Systems Corporation represents the future of this storied legacy making world class products available to aviation and defense markets. The ADSC product lines provide a strategic complement to the product lines of our Delta Digital Video, GDP Space Systems and Acroamatics business areas” said Gary Thom, President of Delta Information Systems, Inc. “We expect this acquisition to help position us to provide Best-of-Breed solutions for Intelligence, Surveillance and Reconnaissance (ISR) mission recording and transmission as well as complementing our flight test telemetry product offerings.”

“We are very pleased that this acquisition will provide our customers with continuing service and support by a company whose culture and values very closely match our own” said Larry Chiarella, President of Ampex Data Systems Corp. Ampex Data Systems Corp. will continue to operate under its own name as a wholly owned subsidiary of Delta Information Systems located in Redwood City, CA, and will continue to provide outstanding products and services to new and existing customers.

About Delta Information Systems, Inc.: Delta Information Systems, Inc., located in Horsham, PA, is a developer and manufacturer of electronic equipment in two high technology business areas. Delta Digital Video (DDV) produces video compression and video scan conversion products for military, law enforcement and remote monitoring applications. A key product area is rugged airborne video compression units used in Unmanned Aerial Vehicles. GDP Space Systems and our newly acquired Acroamatics, Inc. are recognized industry leaders supplying high quality state-of-the-art aerospace telemetry products for flight test and satellite command and control applications. GDP’s Next Generation Diversity Combining Best Source Selector product was key in the qualification of the Joint Strike Fighter as well as a variety of other flight test and launch programs. Acroamatics’ Telemetry Data Processor product line provides critical support for flight test and range safety processing and display requirements. Delta is committed to producing high quality, defect free products and has a Quality Management System that is certified to ISO9000:2008/AS9100C.

About Ampex Data Systems Corp.: Ampex Data Systems Corporation (“ADSC”) is headquartered in Redwood City, California with a service center in Colorado Springs, Colorado. ADSC has wholly owned subsidiaries in Great Britain, Ampex Great Britain, Ltd., and Japan, Ampex Japan, Ltd. Its products are also offered in other major overseas markets through distributors. The principal products produced by the company are high-capacity, high-performance digital storage systems capable of functioning in demanding environments on land, at sea or in the air. ADSC products are essential for defense applications which need to record video, telemetry or other mission critical data from aircraft, satellites and submarines. These products are also used in flight and sensor test applications.

KippsDeSanto & Co. is pleased to announce the acquisition of our client, UEC Electronics, LLC (“UEC” or “the Company”), by Arotech Corporation (“Arotech”).  The acquisition provides differentiated electronics manufacturing and engineering capabilities to Arotech and strengthens the acquirer’s footprint within the U.S. defense and aerospace market.

Headquartered in Hanahan, SC, UEC is a leading provider of high-end electronics engineering and design, rapid prototyping, and vertically-integrated production services for military, aerospace, and industrial customers.  Since inception, the Company has fostered its reputation as an expert product designer and developer of critical electronics, spanning components and subassemblies through end-use systems.  UEC’s unique suite of production capabilities, proven performance, proprietary solutions, and wealth of experience makes the Company a trusted supplier to a full array of military customers and original equipment manufacturers (“OEM”), including Marine Corps Systems Command, Space and Naval Warfare Systems Command, Raytheon, Boeing, Lockheed Martin and BAE Systems.

We believe this transaction demonstrates several key trends in the defense and aerospace technology M&A sector:

• Attractiveness of proprietary, differentiated technologies, with an emphasis on power distribution and management solutions
• Prime positions on large, long-term, and well-funded programs that provide critical support to future military and industrial initiatives
• Heralded reputation as a trusted supplier to OEMs and government agencies, creating significant competitive advantages and barriers to entry
• Importance of expert employee base and process-oriented infrastructure, underpinning institutionalized expertise around electronic design and production

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies.  For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.

PRESS RELEASE

AROTECH ACQUIRES UEC ELECTRONICS 

UEC provides engineering design, product development, rapid prototyping and innovative manufacturing services for military, aerospace and industrial customers

Purchase price of $31.1 million represents a multiple of
6.9 times UEC’s 2013 EBITDA 

Ann Arbor, Michigan, April 1, 2014 – Arotech Corporation (NasdaqGM: ARTX), a provider of quality defense and security products for the military, law enforcement and homeland security markets, announced today that it has acquired UEC Electronics LLC, a company based in Hanahan, South Carolina. UEC will be integrated into Arotech’s Battery and Power Systems Division.

UEC develops and manufactures electronic components and subsystems primarily for military, aerospace and industrial customers. UEC specializes in core, proprietary engineering capabilities in highly-demanded solution areas, including: (i) hybrid power generation systems, (ii) smart power subsystems for military vehicles and dismounted applications, and (iii) aircraft and missile systems support for cutting-edge weapons and communications technologies.

UEC’s unique brand of comprehensive service is highly sought-after by customer agencies such as the Marine Corps Systems Command, Space and Naval Warfare Systems Command (SPAWAR), and Tank Automotive Command (TACOM), as well as large prime contractors such as Raytheon, Boeing, Lockheed Martin and BAE Systems.

UEC’s key program areas include the following:

• UEC supplies the United States Marine Corps (USMC) with its proprietary Ground Renewable Expeditionary Energy Network Systems (GREENS), a renewable power generation, storage and distribution system for troops serving in austere environments;
• UEC has developed a proprietary Distributed Power Control and Management System (DPCMS) for TACOM and the USMC, to provide electrical system upgrades for military armored vehicle modernization;
• UEC has developed significant expertise and past performance qualifications in the area of solutions for Command, Control, Communications, Computers Intelligence, Surveillance and Reconnaissance (C4ISR), providing these solutions to, among others, SPAWAR and Raytheon.

The initial acquisition price of UEC was approximately $31.1 million plus a potential earn-out of $5.5 million over the next two calendar years.  The initial payment consisted of $28.0 million in cash and 775,000 shares of our common stock, with a value of approximately $3.1 million (based on the volume-weighted average price (VWAP) of our common stock over the previous 45 days). Arotech’s primary bank has funded $22.5 million of the cash requirement ($18.0 million at a 2014 rate of LIBOR plus 3.75% and $4.5 million at a 2014 rate of LIBOR plus 5.5%), which Arotech expects to pay back over the next five years out of its operating cash flow.

Robert S. Ehrlich, Arotech’s Chairman and Chief Executive Officer commented, “UEC is a highly complementary business to our Battery and Power Systems Division. The combination opens up many new market opportunities for us as a combined entity. UEC brings us significant electronic engineering and manufacturing skills which combines very well with our expertise in military and commercial grade battery technology and management systems. In addition, we see very strong sales and marketing synergies as well as the potential to make efficient use of shared resources.”

Continued Mr. Ehrlich, “I expect the combination of Arotech and UEC to be very much greater than the sum of its parts and I believe this acquisition should lead to significant growth for Arotech over the coming years.”

Rebecca Ufkes, UEC’s President, stated, “This combination is a logical progression to support UEC’s strong organic growth. This strategic alignment will provide UEC with access to capital required to scale our existing infrastructure for larger programs and requirements, as well as to increase distribution channels for UEC OEM products. Arotech is an innovative and agile corporation with a strong technical team and an unwavering commitment to engineering development and manufacturing excellence. Our company visions and cultures are very much aligned and create a model for collaboration and success.”

Guidance for 2014

For the full year 2014, including UEC’s results for the last nine months of 2014, Arotech expects revenues to be between $117 million and $123 million, and EBITDA to be in the range of between $8.0 million and $8.5 million.

The financial guidance provided is as of today and Arotech undertakes no obligation to update its estimates in the future.

Conference Call

The Company will be hosting a conference call later today, Tuesday, April 1, 2014 at 11:00 a.m. ET to discuss the UEC acquisition as well as its full year 2013 financial results and 2014 guidance. Those wishing to access the conference call should dial:

1-888-668-9141 (U.S.) or +1- 347-293-1926 (international).

For those unable to participate, the teleconference will be available for replay on Arotech’s website at http://www.arotech.com/ beginning 24 hours after the call.

About Arotech Corporation

Arotech Corporation is a leading provider of quality defense and security products for the military, law enforcement and homeland security markets, including multimedia interactive simulators/trainers and advanced zinc-air and lithium batteries and chargers. Arotech operates two major business divisions: Training and Simulation and Battery and Power Systems.

Arotech is incorporated in Delaware, with corporate offices in Ann Arbor, Michigan, and research, development and production subsidiaries in Alabama, Michigan, South Carolina and Israel. For more information on Arotech, please visit Arotech’s website at www.arotech.com.

Investor Relations Contacts:
Ehud Helft & Kenny Green
GK Investor Relations
Tel: 1 646 201 9246
arotech@gkir.com

Except for the historical information herein, the matters discussed in this news release include forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management’s current knowledge, assumptions, judgment and expectations regarding future performance or events. Although management believes that the expectations reflected in such statements are reasonable, readers are cautioned not to place undue reliance on these forward-looking statements, as they are subject to various risks and uncertainties that may cause actual results to vary materially. These risks and uncertainties include, but are not limited to, risks relating to: product and technology development; the uncertainty of the market for Arotech’s products; changing economic conditions; delay, cancellation or non-renewal, in whole or in part, of contracts or of purchase orders (including as a result of budgetary cuts resulting from automatic sequestration under the Budget Control Act of 2011); and other risk factors detailed in Arotech’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and other filings with the Securities and Exchange Commission. Arotech assumes no obligation to update the information in this release. Reference to the Company’s website above does not constitute incorporation of any of the information thereon into this press release.

KippsDeSanto & Co. is pleased to announce the sale of the Clear Lake, South Dakota operations of Chemring Energetic Devices, Inc. to AMTEC Corporation, a subsidiary of National Presto Industries (NYSE:NPK). The transaction expands AMTEC’s portfolio of energetic and pyrotechnic devices and grows its footprint among key defense industry customers, while helping our client, Chemring Group PLC (LSE:CHG), to pursue its strategic initiatives of reshaping its defense and security portfolio.

The Clear Lake, South Dakota manufacturing facility is a leading provider of fuzes, fuze subcomponents, ammunition pellets, release cartridges, pyrotechnic devices, and military-grade energetic materials. Its products are used on a wide range of munitions, including artillery rounds, mortar rounds, missiles, bombs, and aircraft countermeasures. The facility serves the U.S. Department of Defense, foreign military agencies, and leading defense industry prime contractors, supporting numerous combat platforms such as attack helicopters, combat vehicles, aerial gunships, and advanced weapons platforms.

We believe this transaction demonstrates several key trends in the aerospace and defense M&A environment:

• Continued use of divestitures for portfolio shaping in line with shifting strategic plans
• Intrinsic value of entrenched customer relationships throughout the defense industrial base
• Attractiveness of flexible manufacturing and high-rate production capabilities
• Driving value through the ability to realize operational and production synergies

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.

KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, Max-Viz, Inc. (“Max-Viz”), by Astronics Corporation (“Astronics”).  Astronics acquired Max-Viz to expand its specialized and technologically innovative products offered to aerospace and defense customers.  The transaction closed on July 30, 2012.

Headquartered in Portland, Oregon, Max-Viz is a leader in the design and production of enhanced vision systems (“EVS”) for the civilian and military aviation industry.  The Company’s customers primarily include business jet, general aviation, and rotorcraft OEMs, as well as aftermarket customers in these sectors.  Max-Viz’s EVS enable increased pilot visibility and safer flight operations in darkness and adverse weather conditions, such as precipitation, fog, smoke, dust (brownout), and haze.  Max-Viz’s products utilize infrared (“IR”) and visible light imagery, as well as proprietary processing technologies to present pilots with reliable imagery in otherwise low visibility environments, significantly enhancing situational awareness.  Max-Viz systems are designed to be integrated with a variety of existing displays, avoiding the need for another device in already crowded cockpits.  Max-Viz has the largest installed base in the industry, with considerable presence in the aftermarket and growing adoption on OEM new builds.

We believe this transaction demonstrates several key trends in the aerospace and defense technology M&A environment:

• Keen interest in leading technologies that enhance capabilities and performance of diverse, existing aerospace assets in dynamic ways
• Continued near and long-term confidence in the commercial aerospace and business jet markets, including both fixed and rotary wing platforms
• Appetite for proprietary, technology-driven solutions to penetrate target customers and markets
• Value of compelling growth trajectory supported by ongoing investment, embedded position / installed base, and recurring revenue streams

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies.  For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.  For more information on this particular transaction, please contact one of the deal team leaders below.

Astronics Corporation Acquires Enhanced Vision Systems Provider Max-Viz, Inc.

EAST AURORA, N.Y.–(BUSINESS WIRE)–Jul. 31, 2012– Astronics Corporation (NASDAQ:  ATRO), a leading provider of advanced technologies for the global aerospace and defense industries, today announced that it has acquired privately-held Max-Viz, Inc. (“Max-Viz”), a market-leading developer and designer of Enhanced Vision Systems (EVS) for fixed and rotary wing aircraft through both OEM and aftermarket channels in the general aviation, commercial and military aerospace markets for $10 million in cash. Additional purchase consideration of up to $8.0 million may be paid by Astronics if Max-Viz achieves certain revenue targets in 2013, 2014 and 2015.

Founded in 2001 in Portland, OR, Max-Viz had 2011 revenue of $5.4 million and backlog of $3.0 million at the end of 2011, and is projecting 2012 full-year revenue in the range of $7.0 million to $8.0 million. Max-Viz’s EVS product line fuses infrared and visible imagery allowing real-time display to pilots for increased visibility in adverse weather conditions, such as darkness, precipitation, fog, dust and smoke.

“The Max-Viz acquisition fits well with our strategy to broaden our product and technology offerings to the aerospace and defense industry,” commented Peter J. Gundermann, President and CEO of Astronics. “They are a leading provider of EVS technology having earned FAA certification for installation on more than 200 different fixed wing and rotary wing aircraft models across various manufacturers. We expect that Max-Viz will continue its growth through innovation, quality and its solid pipeline of opportunities.”

Astronics expects the acquisition to be slightly accretive in 2012. KippsDeSanto & Co. acted as exclusive financial advisor to Max-Viz, Inc. on this transaction.

ABOUT ASTRONICS CORPORATION

Astronics Corporation is a leader in advanced, high-performance lighting, electrical power, avionics databus products and automated test systems for the global aerospace and defense industries. Astronics’ strategy is to develop and maintain positions of technical leadership in its chosen aerospace and defense markets, to leverage those positions to grow the amount of content and volume of product it sells to those markets and to selectively acquire businesses with similar technical capabilities that could benefit from our leadership position and strategic direction. Astronics Corporation, and its wholly-owned subsidiaries, Astronics Advanced Electronic Systems Corp., Ballard Technology, Inc., DME Corporation and Luminescent Systems Inc., have a reputation for high-quality designs, exceptional responsiveness, strong brand recognition and best-in-class manufacturing practices. The Company routinely posts news and other important information on its website at www.astronics.com.

For more information on Astronics and its products, visit its website at www.astronics.com.

Safe Harbor Statement

This news release contains forward-looking statements as defined by the Securities Exchange Act of 1934. One can identify these forward-looking statements by the use of the words “expect,” “anticipate,” “plan,” “may,” “will,” “estimate” or other similar expressions. Because such statements apply to future events, they are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the statements. Important factors that could cause actual results to differ materially include the state of the aerospace and defense industries, the market acceptance of newly developed products, internal production capabilities, the timing of orders received, the status of customer certification processes, the demand for and market acceptance of new or existing aircraft which contain the Company’s products, customer preferences, and other factors which are described in filings by Astronics with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking information in this news release whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise.

Source:  Astronics Corporation

Astronics Corporation
David C. Burney, 716-805-1599 ext. 159
Chief Financial Officer
david.burney@astronics.com

or

Investor Relations:
Kei Advisors LLC
Deborah K. Pawlowski, 716-843-3908
dpawlowski@keiadvisors.com