Business Editors/High-Tech Writers
MITCHEL FIELD, N.Y.--(BUSINESS WIRE)--Nov. 9, 1999--Frequency
Electronics, Inc. (AMEX-FEI) today announced that it has made a
proposal to the board of directors of Datum, Inc. (Datum) to merge the
two companies. Frequency is prepared to offer either $10.00 in cash or
1.0596 shares of Frequency common stock for each outstanding share of
Datum common stock, or a combination of both cash and stock. A stock
transaction would be structured to be tax-free to Datum's
stockholders. Based on yesterday's closing price of Frequency common
stock, the proposed transaction is valued at $58 million and the
proposed exchange ratio is valued at $10.00 per share. Frequency's
proposal represents a premium of 41.2% over the average closing price
for Datum for the past 30 business days. The transaction would be
subject to Frequency's satisfactory due diligence review of Datum as
well as other customary conditions
Martin B. Bloch, President and Chief Executive Officer of
Frequency, said, "We strongly believe that the combination of
Frequency and Datum will form a global leader in time and frequency
products and systems for wireless, wireline, internet and space
applications. This business combination would form the basis to
leverage each company's well-respected name and position, technical
and manufacturing expertise and product offerings."
Frequency Electronics has been a leader in designing, developing,
manufacturing and marketing of precision time and frequency control
products and systems for many years. The company currently has
approximately $40 million in cash and marketable securities, total
assets of approximately $80 million, no long-term debt, and a market
capitalization of approximately $70 million.
Datum, based in Irvine, CA, designs, manufactures and markets a
wide variety of high-performance time and frequency products used to
synchronize the flow of information in telecommunications networks.
The company is also a leading supplier of precise timing products for
computing networks, satellite systems, electronic commerce and test
and measurement applications.
Frequency has retained TM Capital Corp. as its financial advisor
and Cadwalader, Wickersham & Taft as special counsel.
This press release is not an offer to purchase shares of Datum.
This release contains some forward-looking statements. We
undertake no obligation to publicly update any forward looking
statement, whether as a result of new information, future events or
otherwise. You are advised, however, to consult any further
disclosures we make on related subject in our 10-Q, 8-K and 10-K
reports to the SEC.
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