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Technest Holdings Announces Sale of EOIR
| Source: Markland Technologies, Inc.
WARWICK, RI--(Marketwire - September 13, 2007) - Markland Technologies, Inc. (PINKSHEETS : MRKL ),
a company transforming advanced laboratory technology into real-world
products, has issued the following statement on the sale of EOIR
Technologies, Inc. by Technest Holdings, Inc.
Technest Holdings, Inc. (OTCBB : TCNH ), a defense and homeland security
company, announced today that it entered into a Stock Purchase Agreement
with EOIR Holdings LLC, a Delaware limited liability company ("LLC"),
pursuant to which Technest will sell EOIR Technologies, Inc. to LLC. LLC
is an entity formed for the purposes of facilitating this transaction and
is an affiliate of The White Oak Group, Inc., an Atlanta, Georgia-based
private investment firm. The sale of EOIR to LLC will be structured as a
stock sale in which LLC will acquire all of the outstanding stock of EOIR
in exchange for approximately $34 million in cash, $11 million of which
will be paid at closing and $23 million of which is contingent upon the
successful re-award to EOIR of the contract with the U.S. Army's Night
Vision and Electronics Sensors Directorate by December 31, 2009. Technest
and LLC will complete the transaction when the conditions to closing are
satisfied, including, among other things, approval of the transaction by
the stockholders of Technest.
Markland Technologies is currently the holder of record of approximately
27% of the outstanding common stock of Technest Holdings, Inc. In
accordance with a Litigation Settlement, Securities Purchase,
Relinquishment and Exchange Agreement, the details of which were filed on
Markland's Form 8-K dated June 29, 2007, the holders of Markland Series G
preferred stock have, subject to applicable State law, conversion rights
into the shares of Technest that are owned by Markland.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these securities in any
state or jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such state or jurisdiction.
About Markland Technologies
Markland Technologies, Inc. is engaged in the identification of advanced
technologies currently under development in laboratories, universities and
in private industry, and in the transformation of those technologies into
next-generation products.
"Forward-Looking Statements"
Investors are cautioned that certain statements contained in this press
release, including those related to the issuance of Technest dividend
shares, as well as some statements in periodic press releases and some oral
statements of Markland Technologies officers and directors 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 the Technest transaction, 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, the satisfaction of the closing conditions
of the Technest transaction. 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. http://www.sec.gov.