HALIFAX COMPLETES ACQUISITION
OF MICROSERV
Company Expects Acquisition to be Accretive; Strengthens
Enterprise Maintenance Solutions Business
ALEXANDRIA, VA – September 2, 2003 - Halifax Corporation
(AMEX:HX) today announced that on August 29, 2003, it completed
its acquisition of Microserv, Inc., a hardware maintenance solutions
company, located in suburban Seattle, Washington. Founded in 1985
and privately held, Microserv provides high-availability hardware
maintenance services to a nationwide customer base. Halifax acquired
the outstanding stock of Microserv for a total value of approximately
$3.0 million, excluding earn-out arrangements.
According to Charles McNew, president and CEO, “We are pleased
to welcome Microserv to the Halifax family as we complete this important
step in the evolution of our services platform. As previously discussed,
we expect this acquisition to be accretive to earnings in the first
year while increasing our second-half revenues by 15 to 20 percent.
Furthermore, we have expanded our geographic base and strengthened
our service delivery capability. Microserv also adds a number of
prestigious customers to our roster, and enhances our ability to
grow our partnership arrangements with the global service provider
community. It should also be noted that Fairmount Partners, our
financial advisor, was instrumental in helping us to successfully
complete this transaction.”
He added, “We will continue to aggressively pursue our strategy
of extending our leadership position in the enterprise maintenance
solutions marketplace with the ultimate long-term goal of meaningful
shareholder value enhancement.”
The Microserv shareholders, in exchange for all of the outstanding
shares of common stock of Microserv, received consideration, subject
to certain possible post-closing adjustments, consisting of 442,078
shares of Halifax common stock; a note in the principal amount of
$493,394 with an 18-month term, accruing interest at the rate of
5% per annum; cash in the amount of $360,000; and through an earn-out,
the right to receive an additional $250,000 payable in cash, or
a combination of cash and Halifax common stock. The consideration
is subject to certain reductions if the working capital and net
assets on the closing date are less than certain levels at March
31, 2003.
Microserv shareholders received certain demand and piggyback registration
rights and will be subject to a 12-month prohibition on any transfers
of common stock acquired in the merger. In addition, the Microserv
shareholders are required to provide the Company with a right of
first offer to purchase certain shares of Halifax common stock acquired
in the merger. To the extent Microserv shareholders continue to
hold greater than 50% of the aggregate number of shares of common
stock issued in the merger, Microserv shareholders have the right
to nominate one member to Halifax’s board of directors.
Founded in 1967, Halifax Corporation provides a wide range of information
technology services to commercial and government customers throughout
the United States. The Company's principal products are Seat Management,
Enterprise Maintenance Solutions, Network Security Solutions, e-Business/e-Government
Development and Communication Services.
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.
|