As announced on September 18, 2002, L-3 Communications is making an all-cash offer to buy all of Wescam’s
outstanding shares for C$9.50 per share. The total value of the transaction is approximately C$188 million and is subject to customary regulatory approvals and other closing conditions.
The transaction is expected to close by the end of 2002.
Wescam’s Directors’ Circular includes a copy of the fairness opinion from its financial advisor, Quarterdeck Investment Partners, LLC, which states that the offer price is fair, from a
financial point of view, to Wescam’s shareholders. Wescam’s Board of Directors unanimously recommends that shareholders accept L-3 Communications’ offer and tender their shares to the
offer.
The offer is scheduled to expire at 12:01 a.m., on November 21, 2002. Wescam’s shareholders are advised to read carefully the offer documentation and the Directors’ Circular, as they
contain important information shareholders should consider in deciding whether to tender their shares to the offer, as well as information concerning the process for tendering shares. In
addition, Wescam’s Directors’ Circular and L-3 Communications’ Take-Over Bid Circular will be accessible on-line at www.sedar.com or on Wescam’s website
at www.wescam.com.
"In addition to maximizing value for our shareholders, we believe that, together, with our complementary
technologies, we will be able to provide our customers with broader, more integrated Intelligence, Surveillance and Reconnaissance (ISR) solutions" said Mark Chamberlain, Wescam’s
President and Chief Executive Officer. "The combination with L-3 Communications will enhance our competitive position, providing us with greater presence and access in the U.S. defense
market, increased resources, and new business opportunities that can help us move to the next level of growth," he added.
Headquartered in New York City, L-3 Communications is a leading merchant supplier of Intelligence, Surveillance and Reconnaissance
(ISR) products, secure communications systems and products, avionics and ocean products, training products, microwave components and telemetry, instrumentation, space and wireless
products. Its customers include the Department of Defense, selected US government intelligence agencies, aerospace prime contractors and commercial telecommunications and wireless
customers.
To learn more about L-3 Communications, please visit the company's web site at www.L-3Com.com.
Wescam is a world leader in the design and manufacture of wireless visual information systems, the capabilities of which include the capture of images from mobile
platforms and/or transmission of those images in real-time, to tactical command sites for interpretation or to production facilities for live broadcast.
Certain information in this press release may contain forward-looking statements. This information is based on
current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any
forward-looking statements due to factors such as customer demand and timing of buying decisions, product mix, competitive products and pricing pressures. In addition, uncertainties and
difficulties in domestic and foreign financial markets and economies could adversely affect demand from customers. A major decline in the capital markets generally may negatively impact
our ability to make future strategic acquisitions, raise capital or issue debt. These factors, as well as general economic and political conditions, may in turn have a material adverse
effect on the Company’s actual results. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those
reflected in the forward-looking statements. Additional information identifying risks and uncertainties is contained in the Company’s filings with the Ontario Securities Commission.
For further information please contact:
Rick Ziemski, Vice President, Finance and CFO, (905) 633-4000
OR
Julie Cabri, Manager, Investor Relations, (905) 633-4000
