Harris Corporation to Acquire Exigent International, A Software and Services Business

Apr 03, 2001, 01:00 ET from Exigent International, Inc.

    MELBOURNE, Fla., April 3 /PRNewswire/ -- Harris Corporation (NYSE:   HRS)
 and Exigent International, Inc. (Nasdaq: XGNT) (CHX: XNT) today jointly
 announced the signing of a definitive merger agreement for Harris to acquire
 Exigent through a cash tender offer and merger.  Harris is a worldwide
 communications equipment company.  Exigent provides software and services for
 satellite command and control, telecommunications, and information technology,
 primarily for government markets.
     The board of directors of each company has approved the transaction.
 Under the terms of the transaction, Manatee Merger Corp, a wholly owned
 subsidiary of Harris Corporation, will commence a cash tender offer for all of
 Exigent's approximately 6 million outstanding common shares at a price of
 $3.55 per share in cash.  The transaction values the equity of Exigent at
 $23 million, which includes payments for in-the-money Exigent employee stock
 options.
     Exigent is headquartered in Melbourne, Florida, and employs approximately
 260 employees, including 220 engineering and technical personnel.  Calendar
 year 2000 revenues were approximately $38 million.  Exigent has primary
 engineering and service centers in Melbourne and the Washington, D.C., area,
 with smaller centers located in Colorado and North Carolina.  Exigent operates
 through three subsidiaries: Exigent Software Technology, Inc., Exigent Digital
 Telecom and Wireless Networks, and Exigent Solutions Group.  Exigent
 International was formed in 1996 as a holding company to build upon the
 strengths and track record of Software Technology, Inc, which has more than
 22 years of experience providing telemetry equipment to the U.S. government.
     "Exigent is an excellent fit with our existing government business,"
 commented Phillip W. Farmer, chairman and CEO of Harris.  "Exigent performs
 high-end software and systems work for space operations and has a world class
 set of commercial software products.  Exigent has a stellar reputation and on-
 site presence with a key group of customers that are among our target channels
 of opportunity.  The acquisition fits well with our core business at Harris,
 and it is our intent to provide a competitive posture that will allow it to
 grow and prosper."
     B.R. "Bernie" Smedley, CEO and chairman of Exigent International, Inc.
 stated, "We are confident that the proposed sale to Harris Corporation will
 strengthen the market distribution and value of our products, continue to
 utilize the vast experience of our employees, and give all our stakeholders an
 immediate premium over the current market price."
     CIBC World Markets Corp. acted as financial advisor to Exigent in
 connection with the transaction and has rendered to the Board an opinion as to
 the fairness, from a financial point of view, of the $3.55 per share cash
 consideration to be received in the offer and merger by the holders of Exigent
 common stock (other than Harris and its affiliates).
     The tender offer is expected to commence on or about April 17, 2001.  The
 tender offer and merger are subject to customary conditions, including the
 tender of at least a majority of Exigent's outstanding shares.  Following
 completion of the tender and receipt of Exigent shareholder approval, if
 required, each share of Exigent stock not tendered in the tender offer will be
 converted into the right to receive $3.55 in cash.
     In connection with the proposed acquisition, Mr. Smedley has agreed with
 Harris Corporation to tender his shares in Exigent in connection with the
 offer.
     Exigent International, Inc. is headquartered in Melbourne, Florida.
 Exigent International subsidiaries include: Exigent Software Technology, Inc.,
 a leading provider of engineering services and software products to the
 aerospace and defense industries; Exigent Solutions Group, which provides a
 suite of Information Technology services, including Oracle services, to
 commercial and government customers; and Exigent Digital Telecom and Wireless
 Networks, which provides leading-edge technology services and products
 supporting distributed collaborative applications, network resource
 management, and message-oriented middleware products.
     Harris Corporation is an international communications equipment company
 focused on providing product, system and service solutions that take its
 customers to the next level. The company provides a wide range of products and
 services for wireless, broadcast, network support, and government markets.
 Harris has sales and service facilities in more than 90 countries. Additional
 information about Harris Corporation is available at www.harris.com.
     This announcement is neither an offer to purchase nor a solicitation of an
 offer to sell shares of Exigent.  At the time the subsidiary of Harris
 commences its offer, it will file a Tender Offer Statement with the SEC and
 Exigent will file a Solicitation/Recommendation Statement with respect to the
 offer.  THE TENDER OFFER WILL BE MADE SOLELY BY THE TENDER OFFER STATEMENT.
 THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER
 OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS) AND THE
 SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION AND
 SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
 OFFER.
     The Offer to Purchase, the related Letter of Transmittal and certain other
 offer documents, as well as the Solicitation/Recommendation Statement will be
 made available to all stockholders of Exigent, at no expense to them.  The
 Tender Offer Statement (including the Offer to Purchase, the related Letter of
 Transmittal and all other offer documents filed by Harris with the SEC) and
 the Solicitation/Recommendation Statement will also be available for free at
 the SEC's Web site at HTTP://WWW.SEC.GOV.  Investors and security holders are
 strongly advised to read both the Tender Offer Statement and the
 Solicitation/Recommendation Statement regarding the tender offer referred to
 in this press release when they become available because they will contain
 important information.
 
     Forward-Looking Statements
     This press release contains "forward-looking" statements within the
 meaning of the federal securities laws.  These forward-looking statements can
 be identified by reference to words such as "expect," "believe," "anticipate,"
 "plan," or similar expressions and involve risks and uncertainties, including,
 but not limited to, insufficient shares being tendered by Exigent
 stockholders, or non-occurrence of other conditions required for completion of
 the tender offer, delays in the closing date of this transaction, and other
 factors which could cause Exigent's or Harris' actual results to differ
 materially from those set forth in such forward-looking statements.
     For additional information contact Harris Corporation at
 webmaster@harris.com.
 
 

SOURCE Exigent International, Inc.
    MELBOURNE, Fla., April 3 /PRNewswire/ -- Harris Corporation (NYSE:   HRS)
 and Exigent International, Inc. (Nasdaq: XGNT) (CHX: XNT) today jointly
 announced the signing of a definitive merger agreement for Harris to acquire
 Exigent through a cash tender offer and merger.  Harris is a worldwide
 communications equipment company.  Exigent provides software and services for
 satellite command and control, telecommunications, and information technology,
 primarily for government markets.
     The board of directors of each company has approved the transaction.
 Under the terms of the transaction, Manatee Merger Corp, a wholly owned
 subsidiary of Harris Corporation, will commence a cash tender offer for all of
 Exigent's approximately 6 million outstanding common shares at a price of
 $3.55 per share in cash.  The transaction values the equity of Exigent at
 $23 million, which includes payments for in-the-money Exigent employee stock
 options.
     Exigent is headquartered in Melbourne, Florida, and employs approximately
 260 employees, including 220 engineering and technical personnel.  Calendar
 year 2000 revenues were approximately $38 million.  Exigent has primary
 engineering and service centers in Melbourne and the Washington, D.C., area,
 with smaller centers located in Colorado and North Carolina.  Exigent operates
 through three subsidiaries: Exigent Software Technology, Inc., Exigent Digital
 Telecom and Wireless Networks, and Exigent Solutions Group.  Exigent
 International was formed in 1996 as a holding company to build upon the
 strengths and track record of Software Technology, Inc, which has more than
 22 years of experience providing telemetry equipment to the U.S. government.
     "Exigent is an excellent fit with our existing government business,"
 commented Phillip W. Farmer, chairman and CEO of Harris.  "Exigent performs
 high-end software and systems work for space operations and has a world class
 set of commercial software products.  Exigent has a stellar reputation and on-
 site presence with a key group of customers that are among our target channels
 of opportunity.  The acquisition fits well with our core business at Harris,
 and it is our intent to provide a competitive posture that will allow it to
 grow and prosper."
     B.R. "Bernie" Smedley, CEO and chairman of Exigent International, Inc.
 stated, "We are confident that the proposed sale to Harris Corporation will
 strengthen the market distribution and value of our products, continue to
 utilize the vast experience of our employees, and give all our stakeholders an
 immediate premium over the current market price."
     CIBC World Markets Corp. acted as financial advisor to Exigent in
 connection with the transaction and has rendered to the Board an opinion as to
 the fairness, from a financial point of view, of the $3.55 per share cash
 consideration to be received in the offer and merger by the holders of Exigent
 common stock (other than Harris and its affiliates).
     The tender offer is expected to commence on or about April 17, 2001.  The
 tender offer and merger are subject to customary conditions, including the
 tender of at least a majority of Exigent's outstanding shares.  Following
 completion of the tender and receipt of Exigent shareholder approval, if
 required, each share of Exigent stock not tendered in the tender offer will be
 converted into the right to receive $3.55 in cash.
     In connection with the proposed acquisition, Mr. Smedley has agreed with
 Harris Corporation to tender his shares in Exigent in connection with the
 offer.
     Exigent International, Inc. is headquartered in Melbourne, Florida.
 Exigent International subsidiaries include: Exigent Software Technology, Inc.,
 a leading provider of engineering services and software products to the
 aerospace and defense industries; Exigent Solutions Group, which provides a
 suite of Information Technology services, including Oracle services, to
 commercial and government customers; and Exigent Digital Telecom and Wireless
 Networks, which provides leading-edge technology services and products
 supporting distributed collaborative applications, network resource
 management, and message-oriented middleware products.
     Harris Corporation is an international communications equipment company
 focused on providing product, system and service solutions that take its
 customers to the next level. The company provides a wide range of products and
 services for wireless, broadcast, network support, and government markets.
 Harris has sales and service facilities in more than 90 countries. Additional
 information about Harris Corporation is available at www.harris.com.
     This announcement is neither an offer to purchase nor a solicitation of an
 offer to sell shares of Exigent.  At the time the subsidiary of Harris
 commences its offer, it will file a Tender Offer Statement with the SEC and
 Exigent will file a Solicitation/Recommendation Statement with respect to the
 offer.  THE TENDER OFFER WILL BE MADE SOLELY BY THE TENDER OFFER STATEMENT.
 THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER
 OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS) AND THE
 SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION AND
 SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
 OFFER.
     The Offer to Purchase, the related Letter of Transmittal and certain other
 offer documents, as well as the Solicitation/Recommendation Statement will be
 made available to all stockholders of Exigent, at no expense to them.  The
 Tender Offer Statement (including the Offer to Purchase, the related Letter of
 Transmittal and all other offer documents filed by Harris with the SEC) and
 the Solicitation/Recommendation Statement will also be available for free at
 the SEC's Web site at HTTP://WWW.SEC.GOV.  Investors and security holders are
 strongly advised to read both the Tender Offer Statement and the
 Solicitation/Recommendation Statement regarding the tender offer referred to
 in this press release when they become available because they will contain
 important information.
 
     Forward-Looking Statements
     This press release contains "forward-looking" statements within the
 meaning of the federal securities laws.  These forward-looking statements can
 be identified by reference to words such as "expect," "believe," "anticipate,"
 "plan," or similar expressions and involve risks and uncertainties, including,
 but not limited to, insufficient shares being tendered by Exigent
 stockholders, or non-occurrence of other conditions required for completion of
 the tender offer, delays in the closing date of this transaction, and other
 factors which could cause Exigent's or Harris' actual results to differ
 materially from those set forth in such forward-looking statements.
     For additional information contact Harris Corporation at
 webmaster@harris.com.
 
 SOURCE  Exigent International, Inc.