HALIFAX ANNOUNCES PLANS
TO ACQUIRE ENTERPRISE MAINTENANCE FIRM; COMPANY RAISES $1.2 MILLION
FROM PRIVATE PLACEMENT
Acquisition Expected to Strengthen Enterprise Maintenance Base
and to be Accretive Within the First Year
ALEXANDRIA, VA – July 25, 2003 - Halifax Corporation (AMEX:HX)
today announced that it has signed a non-binding letter of intent
to acquire all the outstanding common stock of a privately held
company that serves the Enterprise Maintenance Solutions marketplace.
Based on yesterday’s closing price of Halifax stock, the market
value of the proposed transaction is approximately $2.9 million,
subject to certain possible adjustments. Under the letter of intent,
Halifax would issue to the selling shareholders approximately 500,000
shares of its outstanding common stock, make a cash payment of $400,000,
and issue notes in the principal amount of $550,000, with an 18-month
term, accruing interest at the rate of 5% per annum. The sellers
will have the ability to receive an additional $250,000 subject
to certain earn-out provisions tied to the achievement of revenue
growth targets.
The acquisition is expected to be accretive to earnings, and the
transaction, which is subject to satisfaction of various conditions
and approvals, is anticipated to close on or before August 29, 2003.
According to Charles McNew, president and chief executive officer,
“Not only do we expect this acquisition be accretive in the
first year, but it should also increase our second-half revenues
by 15 to 20 percent. In concert with our strategy of extending our
leadership position in enterprise maintenance solutions, the acquisition
will significantly expand our geographic base, strengthen our service
delivery capabilities, and add additional prestigious customers
to our roster. This will also enhance our ability to grow our partnership
arrangements with the global service provider community.”
The Company also announced today that it has completed a private
placement in the amount of $1.2 million. Halifax issued approximately
292,000 shares of common stock at current market prices to four
members of the executive management team, including McNew, as well
as certain directors and one existing shareholder of the Company.
The private placement will include warrants to purchase approximately
58,000 shares of common stock, at an exercise price set at 20% above
current market prices.
Founded in 1967, Halifax Corporation is an enterprise maintenance
solutions company providing a wide range of technology services
to commercial and government customers throughout the United States.
The Company’s principal products are high availability hardware
maintenance services, technology deployment and integration services,
and secure network program services. More information on Halifax
can be found at www.hxcorp.com.
For investor relations information, contact Qorvis Communications:
Karen Vahouny (703) 744-7809 or kvahouny@qorvis.com
Certain statements made by the Company which are not historical
facts may be considered forward-looking statements, including, without limitation,
statements as to trends, management's beliefs, expectations and opinions, which
are based upon a number of assumptions concerning future conditions that ultimately
may prove to be inaccurate. Such forward-looking statements are subject to risks
and uncertainties and may be affected by various factors that may cause actual
results to differ materially from those in the forward-looking statements. For
further information that could affect the Company's financial statements, please
refer to the Company's reports filed with the Securities and Exchange Commission.
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