STV Group, Incorporated and ESOP Announce Plan to Take STV Private

Apr 30, 2001, 01:00 ET from STV Group, Incorporated

    DOUGLASSVILLE, Pa., April 30 /PRNewswire/ --
 STV Group, Incorporated (Nasdaq:   STVI) announced today that it has entered
 into an Agreement and Plan of Merger with the employee stock ownership plan of
 STV, Inc. (ESOP) pursuant to which all shares of STV common stock not owned by
 the ESOP will be exchanged for $11.25 per share in cash.  The shares of STV
 common stock owned by the ESOP will be retained by the ESOP.  Following the
 merger, STV will be the surviving corporation and the ESOP will own 100% of
 STV.
     The action to take STV private was unanimously approved by the Board of
 Directors upon the recommendation of a Special Committee composed of outside
 directors.  The Special Committee employed the services of the investment
 banking firm of Houlihan Lokey Howard & Zukin in its deliberations.
     Commenting on the merger, Dominick M. Servedio, CEO and President of STV,
 said that, "After careful consideration of STV's strategic alternatives and
 our on-going commitment to quality service, we recognized both the value and
 the potential of STV as a private company, and concluded that the proposed
 transaction was in the best interest of the Company's customers, public
 shareholders and employees.  We are particularly pleased that the potential
 transaction will keep control of the Company with our employees and allow them
 to directly benefit from their efforts."
     Completion of the merger is subject to the approval of STV's non-ESOP
 stockholders and ESOP participants and to other conditions contained in the
 merger agreement.  STV has received a financing commitment for the transaction
 from Fleet National Bank, subject to customary conditions.  The Company will
 schedule a special meeting of Shareholders to consider the merger after it has
 filed its proxy materials with the Securities and Exchange Commission.  If
 approved at that meeting, the transaction is expected to close in the
 Company's fourth quarter.  STV's Board of Directors has recommended that
 shareholders approve the merger transaction.
 
     STV Group, Inc. provides engineering, architectural, planning,
 environmental and construction management services for federal, local, state
 and foreign governments and for private industry.  The company is also
 pursuing and performing select design-build projects.  STV Group consists of
 several wholly owned subsidiaries:  STV Incorporated, STV Architects, Inc.,
 STV Environmental, Inc., STV International, Inc., STV Surveying, Inc. and STV
 Construction Services.
 
     Statements in this release which discuss any aspect of a potential merger
 transaction involving STV and its ESOP are forward looking statements.  These
 forward looking statements are subject to a variety of risks and uncertainties
 including but not limited to the ability of STV to secure the necessary
 financing to complete such a transaction; satisfaction of various closing
 conditions in the definitive agreement; and the outcome of the STV shareholder
 and ESOP participant vote on such a transaction.  STV expresses no opinion on
 the likelihood that such a transaction will occur.  Other risks and
 uncertainties concerning STV's performance are discussed under the heading
 "Cautionary Statement Regarding Forward Looking Statements" in STV's Form 10-Q
 for the quarter ended December 31, 2001 and in STV's previous SEC filings.
 STV disclaims any intent or obligation to update forward looking statements.
 
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SOURCE STV Group, Incorporated
    DOUGLASSVILLE, Pa., April 30 /PRNewswire/ --
 STV Group, Incorporated (Nasdaq:   STVI) announced today that it has entered
 into an Agreement and Plan of Merger with the employee stock ownership plan of
 STV, Inc. (ESOP) pursuant to which all shares of STV common stock not owned by
 the ESOP will be exchanged for $11.25 per share in cash.  The shares of STV
 common stock owned by the ESOP will be retained by the ESOP.  Following the
 merger, STV will be the surviving corporation and the ESOP will own 100% of
 STV.
     The action to take STV private was unanimously approved by the Board of
 Directors upon the recommendation of a Special Committee composed of outside
 directors.  The Special Committee employed the services of the investment
 banking firm of Houlihan Lokey Howard & Zukin in its deliberations.
     Commenting on the merger, Dominick M. Servedio, CEO and President of STV,
 said that, "After careful consideration of STV's strategic alternatives and
 our on-going commitment to quality service, we recognized both the value and
 the potential of STV as a private company, and concluded that the proposed
 transaction was in the best interest of the Company's customers, public
 shareholders and employees.  We are particularly pleased that the potential
 transaction will keep control of the Company with our employees and allow them
 to directly benefit from their efforts."
     Completion of the merger is subject to the approval of STV's non-ESOP
 stockholders and ESOP participants and to other conditions contained in the
 merger agreement.  STV has received a financing commitment for the transaction
 from Fleet National Bank, subject to customary conditions.  The Company will
 schedule a special meeting of Shareholders to consider the merger after it has
 filed its proxy materials with the Securities and Exchange Commission.  If
 approved at that meeting, the transaction is expected to close in the
 Company's fourth quarter.  STV's Board of Directors has recommended that
 shareholders approve the merger transaction.
 
     STV Group, Inc. provides engineering, architectural, planning,
 environmental and construction management services for federal, local, state
 and foreign governments and for private industry.  The company is also
 pursuing and performing select design-build projects.  STV Group consists of
 several wholly owned subsidiaries:  STV Incorporated, STV Architects, Inc.,
 STV Environmental, Inc., STV International, Inc., STV Surveying, Inc. and STV
 Construction Services.
 
     Statements in this release which discuss any aspect of a potential merger
 transaction involving STV and its ESOP are forward looking statements.  These
 forward looking statements are subject to a variety of risks and uncertainties
 including but not limited to the ability of STV to secure the necessary
 financing to complete such a transaction; satisfaction of various closing
 conditions in the definitive agreement; and the outcome of the STV shareholder
 and ESOP participant vote on such a transaction.  STV expresses no opinion on
 the likelihood that such a transaction will occur.  Other risks and
 uncertainties concerning STV's performance are discussed under the heading
 "Cautionary Statement Regarding Forward Looking Statements" in STV's Form 10-Q
 for the quarter ended December 31, 2001 and in STV's previous SEC filings.
 STV disclaims any intent or obligation to update forward looking statements.
 
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 SOURCE  STV Group, Incorporated