BVR Systems Announces Sale of Assets to Elbit Systems Ltd.
ROSH HA'AYIN, Israel, July 20 /PRNewswire-FirstCall/ -- BVR Systems
(1998) Ltd., (OTCBB: BVRSF.OB), a diversified world leader in advanced
military training and simulation systems, today announced, that it has signed
an agreement with Elbit Systems Ltd., (Nasdaq: ESLT) pursuant to which BVR
will sell substantially all of its assets to Elbit in consideration for a
cash payment of $34,000,000. The purchase price is based on an assumption
that the purchased projects are balanced (i.e., payments received for each
project are consistent with its stage of execution). The purchase price is
subject to adjustment at the closing in the event that it is determined that
any of the projects are not balanced. Additionally, the amount payable at
closing will be reduced by a further $1,500,000, which will be held in escrow
for a period of 120 days, during which time Elbit will be entitled to conduct
a final review into the status of the projects acquired, and in the event
that any are not balanced, it will be entitled to receive up to the amount
held in escrow. Further, as part of the transaction, BVR has provided certain
representations and warranties to Elbit which shall survive for a period of
eighteen months from the closing and has undertaken to guarantee its
indemnification obligations in connection with the representations and
warranties, by pledging a cash deposit of $1,500,000 in favor of Elbit. The
transaction will also include the re-employment of BVR's employees by Elbit.
The Closing of the transaction is subject to the satisfaction of certain
closing conditions, including the approval of certain Israeli governmental
authorities (such as the Antitrust Authority) and the exchange of financial
guarantees provided by BVR under certain of the purchased assets.
Ilan Gillies, BVR's CEO said: "We are excited by this move as we believe
that we complement each other in product lines and market reach. The
corporate culture is by and large similar which will make for a smooth
integration."
Aviv Tzidon, Chairman of the Board said: "We have chosen to combine our
resources with Elbit since we recognize the synergies and I am very confident
that this is the right choice for BVR."
About BVR Systems
BVR Systems (1998) Ltd. is a world leader in advanced defense training
and simulation systems. The Company offers highly efficient, cost-effective
solutions to the simulation, training and debriefing needs of modern air, sea
and ground forces.
This press release may contain forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on the current
expectations of the management of BVR only, and are subject to a number of
factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. The
following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: changes in
technology and market requirements; decline in demand for BVR's products;
inability to timely develop and introduce new technologies, products and
applications; loss of market share and pressure on pricing resulting from
competition, which could cause the actual results or performance of BVR to
differ materially from those contemplated in such forward-looking statements.
BVR undertakes no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. For a more
detailed description of the risk and uncertainties affecting BVR, reference
is made to BVR's reports filed from time to time with the Securities and
Exchange Commission.
Contact:
Ilan Gillies - CEO
BVR Systems (1998) Ltd.
Tel +972-3-900-8000
