Meade's Board of Directors Recommends Stockholders Reject the Unsolicited Tender Offer of MIT Capital Inc.

Meade's Board of Directors Recommends Stockholders Reject the Unsolicited
Tender Offer of MIT Capital Inc.

IRVINE, Calif., July 5, 2013 (GLOBE NEWSWIRE) -- Meade Instruments Corp.
("Meade") (Nasdaq:MEAD) today announced that its Board of Directors, after
careful consideration with its outside legal counsel, recommends that Meade's
stockholders reject the offer (the "MITC Offer") of VictoryOne Inc.
("Purchaser"), a wholly-owned subsidiary of MIT Capital Inc. ("MITC"), to
acquire all of the outstanding shares of Meade's common stock for $3.65 per
share in cash and not tender their shares of common stock to Purchaser
pursuant to the MITC Offer. The basis for the Board's recommendation is set
forth in Meade's Schedule 14D-9 filed today with the Securities and Exchange

At this time, the Board reaffirms its recommendation that Meade's stockholders
vote in favor of the adoption of the merger agreement with JOC North America
LLC ("JOC") that is described in the Current Report on Form 8-K that Meade
filed with the Securities and Exchange Commission on May 17, 2013. Under the
merger agreement with JOC, JOC will acquire all of the outstanding shares of
Meade's common stock for cash consideration of $3.45 per share.

In reaching its determination to recommend that the Company's stockholders
reject the MITC Offer, Meade's Board considered a number of factors in
consultation with Meade's management and its legal advisors, including, but
not limited to, the following:

  *Terms of the Merger Agreement with JOC - The merger agreement with JOC
    represents a binding, negotiated commitment of both Meade and JOC,
    pursuant to which Meade's failure to reject the MITC Offer and/or failure
    to reaffirm the recommendation of Meade's Board that the Meade
    stockholders vote for the adoption of the merger agreement with JOC would
    give JOC the ability to terminate the merger agreement immediately and, in
    that event, Meade would no longer have a commitment from JOC to acquire
    Meade and would have no assurance that MITC would complete its offer;
  *Conditional Nature of the MITC Offer - MITC is not required to accept for
    payment or pay for any shares of Meade's common stock, and may terminate
    or amend its offer, at any time before the expiration date of its offer
    (July 19, 2013) if any of the following conditions, among others, have not
    been met:

    *there being validly tendered and not withdrawn before the expiration of
      the MITC Offer a number of shares of Meade common stock which, together
      with the shares of common stock then owned by MITC and its subsidiaries,
      representing at least a majority of the total number of shares of common
      stock outstanding on a fully diluted basis;
    *MITC being satisfied, in its reasonable discretion, that the merger
      agreement with JOC has been terminated;
    *that a definitive merger agreement, in a form satisfactory to MITC in
      its reasonable discretion has been executed; however, as of July 5,
      2013, MITC had not provided the Company with even a draft of a proposed
      merger agreement, and even if a merger agreement is provided to the
      Company, it would be unable to engage in meaningful discussions with
      MITC to complete a merger agreement because MITC will not agree to the
      form of confidentiality and "standstill" agreement required by the JOC
      Merger Agreement;
    *MITC being satisfied, in its reasonable discretion, that the provisions
      of Section 203 of the Delaware General Corporation Law do not apply to
      or otherwise restrict its offer; and

  *Costs of Accepting MITC Offer - If Meade were to recommend that the
    Company's stockholders accept the MITC Offer or to enter into a merger
    agreement with MITC and terminate the merger agreement with JOC, then
    Meade would be required, in most circumstances, to pay JOC a $250,000
    termination fee and will have, in all circumstances, incurred considerable
    transaction expenses, in each case regardless of whether Meade consummates
    a transaction with MITC, which fee and expenses would not be reimbursed or
    otherwise paid by MITC if Meade is unable to consummate a transaction with

The foregoing discussion of the material factors considered by Meade's Board
is not intended to be exhaustive. In view of the variety of factors considered
in connection with its evaluation of the MITC Offer and the pending merger
with JOC, Meade's Board did not find it practicable to, and did not, quantify
or otherwise assign relative weights to the factors summarized above in
reaching its recommendation. In addition, individual members of Meade's Board
may have assigned different weights to different factors.

Additional Information about the JOC Merger

In connection with the merger with JOC, Meade will file a definitive proxy
statement and other relevant documents concerning the proposed merger with the
Securities and Exchange Commission (SEC). The definitive proxy statement and
other materials filed with the SEC will contain important information
regarding the merger, including, among other things, the recommendation of
Meade's board of directors with respect to the merger. STOCKHOLDERS ARE URGED
ABOUT THE MERGER AND RELATED MATTERS. You will be able to obtain the proxy
statement, as well as other filings containing information about Meade and the
merger, free of charge, at the website maintained by the SEC at
Copies of the proxy statement and other filings made by Meade with the SEC can
also be obtained, free of charge, by directing a request to Meade Instruments
Corp., 27 Hubble, Irvine, California 92618, Attention: Corporate Secretary.

Participants in the Solicitation

The directors and executive officers of Meade and other persons may be deemed
to be participants in the solicitation of proxies in respect of the proposed
merger with JOC. Information regarding Meade's directors (namely, Steven
Murdock, Timothy McQuay, Mark Peterson and Frederick Schneider) and executive
officers is available in its Annual Report on Form 10-K filed with the SEC on
May 30, 2013. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy statement and
other relevant materials to be filed with the SEC when they become available.
Investors should read the proxy statement carefully when it becomes available
before making any voting or investment decisions.

Cautionary Statement Regarding Forward-looking Statements

This press release contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. One can
identify these forward-looking statements by the use of the words such as
"expect," "anticipate," "plan," "may," "will," "estimate" or other similar
expressions. Because such statements apply to future events, they are subject
to risks and uncertainties that could cause the actual results to differ
materially. Actual results and trends may differ materially from what is
forecast in forward-looking statements due to a variety of factors, including,
without limitation: the ability to obtain, if any, regulatory approvals of the
acquisition on the proposed terms and schedule; the failure of Meade's
stockholders to approve the acquisition; the risk that the acquisition may not
be completed in the time frame expected by the parties or at all; the parties'
ability to satisfy the closing conditions and consummate the transactions; and
Meade's ability to maintain its existing relationships with its employees,
customers and suppliers. Additional information regarding factors that may
affect future results are described in Meade's filings with the SEC,
including, without limitation, Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q.

All forward-looking statements speak only as of the date they were made.
Neither Meade nor any of the named representatives thereof undertake any
obligation to update or publicly release any revisions to any forward-looking
statements to reflect events, circumstances or changes in expectations after
the date of the press release.

CONTACT: John Elwood, CFO
         27 Hubble
         Irvine, CA 92618
         Phone: (949) 451-1450
         Fax: (949) 451-1460

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