IRVINE, Calif., Oct. 7 /PRNewswire-FirstCall/ --
Datum, Inc. (Nasdaq: DATM) today announced that its Board of Directors has
determined not to pursue an unsolicited, non-binding, conditional offer made
by Frequency Electronics, Inc. (FEI) to acquire all the outstanding common
stock of Datum for a price per share of $2.00 in cash and one share of FEI
This offer was received by Datum's Board on September 26, 2002, and after
careful deliberation, as well as consultation with management and its
financial and legal advisors, the Board has rejected the offer as being
grossly inadequate. The Board believes that the strategic benefits of the
currently pending merger with Symmetricom far exceed those that may result
from a combination with FEI. Furthermore, the costs related to FEI's proposed
transaction make the proposal from FEI a far less attractive offer when
compared to Datum's pending merger with Symmetricom.
Erik van der Kaay, Chairman and CEO of Datum stated, "We are very familiar
with FEI and its business, and have high regard for that company's management
team. However, we remain convinced that the planned merger with Symmetricom
is in the best long-term interest of Datum shareholders. We continue to
believe that the strategic and economic rationale for our pending merger
offers the best potential for enhancing shareholder value."
The previously announced stockholders' meeting for Datum to vote on the
proposed merger with Symmetricom remains scheduled for October 29, 2002.
Datum 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. Additional information about
Datum is available at www.datum.com.
This press release contains forward-looking statements. The
forward-looking statements, which reflect management's best judgment based on
factors currently known, involve a number of risks and uncertainties,
including the following with respect to the Company and the combined
operations of the proposed combination of the Company and Symmetricom:
anticipated completion of the merger, integration of, and expectations about,
the businesses of the Company and Symmetricom, fluctuations in demand for
wireless and wireline communication services and products, acceptance of the
Company's products and technology, customer concentration, competition, and
availability of supplies and components. These factors and other risks
inherent in the Company's business are described from time to time in the
Company's SEC filings, including its Annual Report on Form 10-K for the year
ended December 31, 2001 and its quarterly report on form 10-Q for the quarter
ended June 30, 2002. Additional factors and risks inherent in the Company's
business and the proposed combination with Symmetricom are described in the
Company's proxy statement dated September 18, 2002 for its special meeting of
stockholders scheduled for October 29, 2002. Actual results may vary
materially. The Company undertakes no obligation to revise the
forward-looking statements contained herein to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
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SOURCE Datum, Inc.
/CONTACT: Bob Krist, Chief Financial Officer of Datum Inc.,
+1-949-598-7501; or investors, Jason Golz or Quynh Nguyen, +1-415-439-4516, or
financial media, Ron Heckman, +1-415-439-4513, all of FD Morgen-Walke, for
/Web site: http://www.datum.com/
CO: Datum, Inc.; Frequency Electronics, Inc.; Symmetricom
IN: CPR TLS NET
-0- Oct/07/2002 11:30 GMT
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