UGHO News Fresh Off the Presses..
Maybe UGHO is worth more than $1.07 Lol!
News for 'UGHO' - (Universal Guardian Rejects Markland Technologies'
Acquisition Proposal)
CARLSBAD, Calif., Feb 10, 2004 (BUSINESS WIRE) -- Universal Guardian
Holdings,
Inc. (OTCBB:UGHO) ("Universal" or "the Company") announced today that the
Company's Board of Directors has rejected Markland Technologies, Inc.'s
unsolicited proposal to acquire Universal Guardian in a tax-free
reorganization.
On February 10, 2004, Markland Technologies, Inc. (OTCBB:MRKL) delivered
an
unsolicited, unnegotiated written proposal to the Board of Directors of
Universal Guardian, and simultaneously filed a press release of the same
proposal without Universal's prior knowledge or consent. The principal
financial
terms of the proposal call for Markland to issue one share of its common
stock
and $0.62 in face amount of a new series of convertible preferred stock
for each
2.7 shares of Universal Guardian common stock. In addition, the proposal
calls
for (a) the Series A Preferred Stock of Universal Guardian to become
convertible
into shares of common stock of Markland with such holders being subject to
a
twelve-month lockup period, and (b) conversion of the Company's
outstanding
warrants for its common stock to warrants for Markland common stock, and
requires "certain holders" of large blocks of Universal common stock to
agree to
restrictions of sales of Markland shares for a period of one year.
Despite the unsolicited nature of this proposal, Universal's Board of
Directors
met in order to consider this proposal and determine whether acceptance
would be
in the best interest of the Company's stockholders. The Board of Directors
considered many factors, including the publicly filed financial records of
Markland Technologies, its historical trading price, and the volume of its
common stock. Based upon the facts that (1) the Company's common stock
price of
$2.02 per share prior to the proposal is significantly higher than the
value
offered by Markland, (2) the proposal requires significant additional
restrictions on the transferability of Universal's current stockholders
and
warrant holders without compensation for such restrictions, and (3)
Markland has
not demonstrated any method, service, or plan which would increase the
value of
Universal or add any material value to Universal's stockholders, the
Company's
Board of Directors found that the proposal failed to provide fair value to
the
Company's stockholders, and would result in a transaction requiring
significant
corporate time and expense without providing corresponding value to the
Company.
Accordingly, the Board unanimously voted to reject the proposal.
The Board further noted that it is unaware of any negotiations or
discussions
which may have prompted the proposal, much less publication of a
presumably
confidential document directed to the Board. Although Universal and
Markland
were engaged in preliminary discussions regarding a possible combination
of the
companies in 2003, resulting in a non-binding letter of intent, the Board
is
unaware of any discussion which may have occurred since Markland withdrew
such
letter in September 2003. Moreover, such letter consisted of different
terms, so
was unlikely to have formed the basis of this proposal. Accordingly, it
does not
appear that this proposal was a good-faith offer resulting from previous
discussion and on-going negotiation. The Board is conducting an internal
investigation regarding this matter to determine Markland's intentions.
About Universal Guardian Holdings Corporation
Universal Guardian Holdings, Inc. (UGHO), and its subsidiary corporations
provide products, systems, and services to mitigate security and terrorist
threats worldwide. From integrated intelligence, surveillance, and
reconnaissance systems and interoperable command and control platforms to
non-lethal weapons, UGHO companies cover a wide range of security
applications
and markets, merging cost-effective technology and ease of use to secure
entire
threat environments. The U.S. Navy assigned its non-lethal projectile
patent to
UGHO.
Safe Harbor Statement:
This news release contains certain forward-looking statements pertaining
to
future anticipated projected plans, performance, and developments, as well
as
other statements relating to future operations and results. Any statements
in
this news release that are not statements of historical fact may be
considered
to be forward-looking statements. Written words such as "may," "will,"
"expect,"
"believe," "anticipate," "estimate," "intends," "goal," "objective,"
"seek,"
"attempt," or variations of these or similar words identify
forward-looking
statements. These statements by their nature are estimates of future
results
only and involve substantial risks and uncertainties. There can be no
assurance
that actual results will not differ materially from expectations.
Further information is available on the Company's website:
www.universalguardian.com.
SOURCE: Universal Guardian Holdings, Inc.
CONTACT: Universal Guardian Holdings, Inc.
Michael J. Skellern, 949-743-9525
mskellern@universalguardian.com
