RIDGEFIELD, Conn., Feb. 10, 2004 (PRIMEZONE) -- Markland Technologies, Inc. (OTCBB:MRKL) (http://www.marklandtech.com) an integrated homeland security company, announces that the company has delivered a written proposal to the President of Universal Guardian to acquire Universal Guardian (OTCBB:UGHO) in a tax-free reorganization for an aggregate sum of $30 Million in common and preferred stock (based on current market values) of Markland Technologies.
The principal financial terms of the proposal call for Markland to issue one share of its common stock and $0.62 in face amount of a new series of convertible preferred stock for each 2.7 shares of Universal Guardian common stock. In addition, the proposal calls for a) the Series A Preferred Stock of Universal Guardian to become convertible into shares of common stock of Markland, b) for the outstanding warrants of Universal Guardian to become exercisable for shares of Markland common stock, and c) for certain holders of large blocks of Universal Guardian common stock, to agree to restrictions of sales of Markland shares for a period of one year.
The proposed transaction is subject to negotiation of a definitive agreement containing the usual and customary representations, warranties, covenants, and conditions, completion of due diligence by Markland with satisfactory results, a review of the scope of Universal Guardian's liabilities, patents, contracts, and intellectual property, and approvals required by the Boards of Directors and stockholders of each company.
Markland is waiting for a response. This proposal is subject to withdrawal by Markland if Markland does not receive a satisfactory response within 10 days it will withdraw its offer or, possibly, consider other options for the acquisition of Universal Guardian.
Markland Technologies focuses on three areas of opportunity within the Homeland Security Marketplace: Chemical Detectors, Border Security and Advanced Technologies. The Company is focused on providing products, services, and emerging technologies to protect the country's borders, infrastructure assets and personnel. Their mission is to build world-class integrated solutions for border systems and threat detection through the expansion of their existing contracts, development of the emerging technologies, and the acquisition of revenue producing assets. The company's primary sources of operating revenue are ACADA chemical detection systems, border security logistics products and services, and SBIR funded research programs in the development of gas plasma antenna technology.
Markland's management believes tremendous synergies exist through the combination of both companies in the DoD market for force protection. Management expects joint marketing of Universal Guardian's non-lethal weapons, together with Markland's chemical and illicit material sensing technologies to the military services of the United States and foreign militaries, to provide significant revenue enhancement opportunities. Markland management has demonstrated the ability to consistently increase the company's revenue through strategic acquisitions. Management believes that a combined company would be beneficial to customers, shareholders, and good for the advancement of the technology portfolios of both companies.
Ken Ducey, President of Markland Technologies stated, "We are looking forward to working closely with the members of Universal Guardian's Board of Directors to negotiate and complete this proposed transaction and to thereafter to develop our combined business. Markland's wider product breadth and existing contracts should offer many exciting opportunities to their areas of expertise."
The proposed transaction is subject to many contingencies including to those mentioned in this press release. We cannot give any assurances that we will be able to negotiate and consummate the proposed transaction or that, if we do, the combined businesses will be successful.
About Markland Technologies
Markland Technologies, Inc is committed to helping secure America by providing innovative emerging technologies and expert services to meet the country's needs to protect our people, our borders and our infrastructure assets.
The Company is a Board member of the Homeland Security Industries Association (http://www.hsianet.org) and is the featured Company on http://www.Homelanddefensestocks.com.
"Forward-Looking Statements"
Investors are cautioned that certain statements contained in this document as well as some statements in periodic press releases and some oral statements of Markland Technologies officials during presentations about Markland Technologies, are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects', "anticipates", "intends", "plans", "believes", "estimates", or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by management, are also forward-looking statements as defined by the Act. Some of the factors that could significantly impact the forward-looking statements in this press release include, but are not limited to: insufficient cash flow to continue to fund the development and marketing of the Company's products and technology; a rejection of the Company's products and technologies by the marketplace, and; disputes as to the Company's intellectual property rights. Forward-looking statements are based upon current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about Markland Technologies, its products, economic and market factors and the industries in which Markland Technologies does business, among other things. These statements are not guarantees of future performance and Markland Technologies has no specific intention to update these statements. More detailed information about those factors is contained in Markland Technologies filings with the Securities and Exchange Commission.
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More information on Homeland Security issues, including news releases, events and experts available for comment, can be found on the Homeland Security Newsline at www.primezone.com/hs