Armor Holdings, Inc. to Acquire the O'Gara-Hess & Eisenhardt Subsidiary Of The Kroll-O'Gara Company

Apr 23, 2001, 01:00 ET from Armor Holdings, Inc.

    JACKSONVILLE, Fla., April 23 /PRNewswire Interactive News Release/ --
 Armor Holdings, Inc. (NYSE:   AH) announced today that it has signed a
 definitive agreement to acquire the Security Products and Services Group
 ("O'Gara"), including the O'Gara-Hess & Eisenhardt subsidiary, of
 The Kroll O'Gara Company (Nasdaq:   KROG).
     The purchase price will be up to $56.5 million, of which $53 million will
 be paid at closing.  An escrow of $1.5 million will be maintained and a
 payment of up to $2 million will be made based upon the achievement of a gross
 profit target for the year ended December 31, 2001.  Up to $15 million of the
 purchase price is payable in stock of Armor.  The purchase price will be
 reduced dollar for dollar to the extent that tangible net assets, as defined,
 do not equal approximately $37.39 million.  The transaction is expected to
 close in the second quarter and is subject to regulatory approval and certain
 contractual requirements.  Armor Holdings expects the acquisition to be
 immediately accretive to earnings per share.
     Tracing its roots back to 1876, O'Gara-Hess & Eisenhardt Armoring Company
 is the world's largest and most experienced passenger vehicle armoring
 manufacturer.  It serves customers in eighty countries on five continents.
 The company has provided mobile security for more than sixty international
 heads-of-state, every U.S. President since 1948, numerous U.S. government
 agencies, the U.S. Army, and the U.S. Air Force.
     Revenues in the O'Gara business during 2000 were approximately
 $105 million, with about 54% of those revenues generated in the United States.
 Internationally, O'Gara manufactures and sells its products in Brazil,
 Colombia, Mexico, France, Russia and the Philippines.  Approximately 64% of
 the revenues come from sales of armored vehicles to the commercial markets,
 with another 30% coming from the U.S. military.  In addition, O'Gara generates
 approximately 6% of its revenues from its services subsidiary, International
 Training, Inc., that provides driver and security training programs.  O'Gara
 is expected to be profitable in the first quarter of 2001.  Had the O'Gara
 business been a part of Armor Holdings during the year 2000, combined revenues
 would have been approximately $326 million, an increase of approximately 48%.
 With the consummation of this acquisition, Armor Holdings believes it will
 have the critical mass required to accelerate both its internal and external
 growth.
     "The acquisition of O'Gara-Hess & Eisenhardt continues Armor Holdings'
 strategy of acquiring premier brands in the security products industry.
 Through our Protech subsidiary, we manufacture products utilized by the
 armored vehicle industry and O'Gara-Hess & Eisenhardt presents an excellent
 opportunity for us to expand into this market," said Jonathan Spiller,
 President and CEO of Armor Holdings, Inc.
     "The strategic fit between the O'Gara business and our own is uncanny as
 it sits squarely between our two existing divisions.  It is a manufacturing
 company, but many of its clients are the types of governments, companies or
 individuals to whom our ArmorGroup Services Division sells its services,"
 Mr. Spiller continued.  "In fact, the armored vehicle product is a natural
 extension of the security offerings that we can bring to our global client
 base today.  We expect to achieve synergies between all of our existing
 businesses with regard to sales, marketing and manufacturing savings once we
 have integrated O'Gara into the Armor Holdings family of companies."
 
     About O'Gara-Hess & Eisenhardt
     Headquartered in Fairfield, Ohio, O'Gara provides armored products,
 including ballistic and blast protected armoring systems for commercial and
 military vehicles, aircraft and missile components; and security services,
 including advanced driver training, force protection training and risk and
 crisis management.
     Through its Commercial Products division, O'Gara armors a variety of
 vehicles, including limousines, sedans, sport utility vehicles, commercial
 trucks and money transport vehicles, to protect against varying degrees of
 ballistic and blast threats.  Through its Military Products division, the
 company is the prime contractor to the U.S. Military for the supply of
 armoring and blast protection for High-Mobility Multi-Purpose Wheeled
 Vehicles, commonly known as HMMWV's.  In addition, through its International
 Training Inc. subsidiary, the Company provides advanced driver training,
 threat recognition and avoidance training and training in firearms safety and
 use.
     A conference call will be held on Monday, April 30, 2001, at 9.00 a.m. EST
 to discuss this acquisition.
 
     About Armor Holdings
     Armor Holdings, included in FORTUNE magazine's list of "America's 100
 Fastest Growing Companies" in 1999 and 2000 and a member of the S&P Smallcap
 600 Index, is a leading manufacturer of security products for law enforcement
 personnel around the world through its Armor Holdings Products division.
 Armor Holdings is also a leading global provider of security risk management
 services to multi-national corporations and government agencies through its
 ArmorGroup Services division.  Armor Holdings Products manufactures and sells
 a broad range of high-quality branded law enforcement equipment.  Such
 products include ballistic resistant vests and tactical armor, less-than-
 lethal munitions, safety holsters, batons, anti-riot products and a variety of
 crime scene related equipment, including narcotic identification kits.
 ArmorGroup Services provides sophisticated security planning and risk
 management, data and network security, electronic security systems
 integration, consulting and training services, as well as intellectual
 property asset protection, business intelligence and investigative services.
 
     Statements in this press release may be forward-looking.  Actual events
 will be dependent upon factors and risks including, but not limited to, the
 Company's ability to: complete the acquisition of O'Gara, manufacture and
 market its core products; provide a variety of services to its customers on a
 global basis; respond to new laws and regulations; continue its strategy of
 growth by acquisition; manage the impact of foreign exchange; as well as the
 Company's ability to manage uncertainties and risk factors, including those
 described from time to time in the Company's filings with the Securities and
 Exchange Commission, specifically, the Company's 1999 Form 10K and its most
 recent Form 10Qs.  The Company undertakes no obligation to make any revisions
 to the forward-looking statements contained in this release or to update them
 to reflect events or circumstances occurring after the date of this release.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X95021598
 
 

SOURCE Armor Holdings, Inc.
    JACKSONVILLE, Fla., April 23 /PRNewswire Interactive News Release/ --
 Armor Holdings, Inc. (NYSE:   AH) announced today that it has signed a
 definitive agreement to acquire the Security Products and Services Group
 ("O'Gara"), including the O'Gara-Hess & Eisenhardt subsidiary, of
 The Kroll O'Gara Company (Nasdaq:   KROG).
     The purchase price will be up to $56.5 million, of which $53 million will
 be paid at closing.  An escrow of $1.5 million will be maintained and a
 payment of up to $2 million will be made based upon the achievement of a gross
 profit target for the year ended December 31, 2001.  Up to $15 million of the
 purchase price is payable in stock of Armor.  The purchase price will be
 reduced dollar for dollar to the extent that tangible net assets, as defined,
 do not equal approximately $37.39 million.  The transaction is expected to
 close in the second quarter and is subject to regulatory approval and certain
 contractual requirements.  Armor Holdings expects the acquisition to be
 immediately accretive to earnings per share.
     Tracing its roots back to 1876, O'Gara-Hess & Eisenhardt Armoring Company
 is the world's largest and most experienced passenger vehicle armoring
 manufacturer.  It serves customers in eighty countries on five continents.
 The company has provided mobile security for more than sixty international
 heads-of-state, every U.S. President since 1948, numerous U.S. government
 agencies, the U.S. Army, and the U.S. Air Force.
     Revenues in the O'Gara business during 2000 were approximately
 $105 million, with about 54% of those revenues generated in the United States.
 Internationally, O'Gara manufactures and sells its products in Brazil,
 Colombia, Mexico, France, Russia and the Philippines.  Approximately 64% of
 the revenues come from sales of armored vehicles to the commercial markets,
 with another 30% coming from the U.S. military.  In addition, O'Gara generates
 approximately 6% of its revenues from its services subsidiary, International
 Training, Inc., that provides driver and security training programs.  O'Gara
 is expected to be profitable in the first quarter of 2001.  Had the O'Gara
 business been a part of Armor Holdings during the year 2000, combined revenues
 would have been approximately $326 million, an increase of approximately 48%.
 With the consummation of this acquisition, Armor Holdings believes it will
 have the critical mass required to accelerate both its internal and external
 growth.
     "The acquisition of O'Gara-Hess & Eisenhardt continues Armor Holdings'
 strategy of acquiring premier brands in the security products industry.
 Through our Protech subsidiary, we manufacture products utilized by the
 armored vehicle industry and O'Gara-Hess & Eisenhardt presents an excellent
 opportunity for us to expand into this market," said Jonathan Spiller,
 President and CEO of Armor Holdings, Inc.
     "The strategic fit between the O'Gara business and our own is uncanny as
 it sits squarely between our two existing divisions.  It is a manufacturing
 company, but many of its clients are the types of governments, companies or
 individuals to whom our ArmorGroup Services Division sells its services,"
 Mr. Spiller continued.  "In fact, the armored vehicle product is a natural
 extension of the security offerings that we can bring to our global client
 base today.  We expect to achieve synergies between all of our existing
 businesses with regard to sales, marketing and manufacturing savings once we
 have integrated O'Gara into the Armor Holdings family of companies."
 
     About O'Gara-Hess & Eisenhardt
     Headquartered in Fairfield, Ohio, O'Gara provides armored products,
 including ballistic and blast protected armoring systems for commercial and
 military vehicles, aircraft and missile components; and security services,
 including advanced driver training, force protection training and risk and
 crisis management.
     Through its Commercial Products division, O'Gara armors a variety of
 vehicles, including limousines, sedans, sport utility vehicles, commercial
 trucks and money transport vehicles, to protect against varying degrees of
 ballistic and blast threats.  Through its Military Products division, the
 company is the prime contractor to the U.S. Military for the supply of
 armoring and blast protection for High-Mobility Multi-Purpose Wheeled
 Vehicles, commonly known as HMMWV's.  In addition, through its International
 Training Inc. subsidiary, the Company provides advanced driver training,
 threat recognition and avoidance training and training in firearms safety and
 use.
     A conference call will be held on Monday, April 30, 2001, at 9.00 a.m. EST
 to discuss this acquisition.
 
     About Armor Holdings
     Armor Holdings, included in FORTUNE magazine's list of "America's 100
 Fastest Growing Companies" in 1999 and 2000 and a member of the S&P Smallcap
 600 Index, is a leading manufacturer of security products for law enforcement
 personnel around the world through its Armor Holdings Products division.
 Armor Holdings is also a leading global provider of security risk management
 services to multi-national corporations and government agencies through its
 ArmorGroup Services division.  Armor Holdings Products manufactures and sells
 a broad range of high-quality branded law enforcement equipment.  Such
 products include ballistic resistant vests and tactical armor, less-than-
 lethal munitions, safety holsters, batons, anti-riot products and a variety of
 crime scene related equipment, including narcotic identification kits.
 ArmorGroup Services provides sophisticated security planning and risk
 management, data and network security, electronic security systems
 integration, consulting and training services, as well as intellectual
 property asset protection, business intelligence and investigative services.
 
     Statements in this press release may be forward-looking.  Actual events
 will be dependent upon factors and risks including, but not limited to, the
 Company's ability to: complete the acquisition of O'Gara, manufacture and
 market its core products; provide a variety of services to its customers on a
 global basis; respond to new laws and regulations; continue its strategy of
 growth by acquisition; manage the impact of foreign exchange; as well as the
 Company's ability to manage uncertainties and risk factors, including those
 described from time to time in the Company's filings with the Securities and
 Exchange Commission, specifically, the Company's 1999 Form 10K and its most
 recent Form 10Qs.  The Company undertakes no obligation to make any revisions
 to the forward-looking statements contained in this release or to update them
 to reflect events or circumstances occurring after the date of this release.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X95021598
 
 SOURCE  Armor Holdings, Inc.