GRDN 'Guardian Technologies Merger Update''; Guardian and Vairex Announce
Progress Towards Closing
CAREFREE, Ariz., May 22, 2001 (BUSINESS WIRE) -- Guardian Technologies
International, Inc. (Nasdaq/SC:GRDN), announced today that it has made
significant strides in its efforts to complete the acquisition of Vairex
Corporation.
The first round of the private equity placement by Vairex have been received.
These proceeds have been used to satisfy commitments to Vairex's senior secured
lender, complete the audit of Vairex's financial statements and the balance for
working capital. Efforts to raise additional capital in the placement are
continuing.
Encouraged by these accomplishments, Guardian and Vairex have unconditionally
agreed to waive certain conditions to closing, including the minimum financing
contingencies. Efforts are now underway to complete the proxy statement that
will be used to obtain shareholder approval of certain aspects of the
acquisition transaction.
"We are extremely pleased that many of the hurdles to completing the acquisition
of Vairex have been completed, and are optimistic that the remaining milestones
will soon be reached," stated J. Andrew Moorer, President and CEO of Guardian.
"We remain adamant in our commitment to complete the acquisition as soon as
possible," he added.
ABOUT VAIREX (For more information, visit Vairex's website at www.vairex.com)
Vairex was founded in 1987, to develop advanced, proprietary, oil free
compressor technology for automotive and industrial applications and has been
engaged in the emerging fuel cell industry for over six years. The Company's
technical leadership has led to two major DOE development contracts and
prototype sales to industry leaders such as Ballard, GM, Energy Partners and
others. Most recently Vairex has delivered evaluation units to McDermott
Technology and Fiat.
ABOUT GUARDIAN
Guardian, through its wholly-owned subsidiary Guardian Security & Safety
Products, Inc. (GSSP), serves the law enforcement, security and military
communities and the global security industry. GSSP's majority-owned subsidiary,
ForceOne, LLC, manufactures a variety of high-end ballistic protective equipment
including patented personal protection devices commonly referred to as body
armor. Guardian, through its wholly-owned subsidiary Guardian Steel, is engaged
in structural steel fabrication and provides among its products, structural
steel used primarily in military base refurbishments and other projects under
Federal contract.
The statements made in this press release contain certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Act of 1934 that involve a number of risks and
uncertainties. Actual events or results may differ from the Company's
expectations. In addition to the matters described in this press release, risk
factors listed from time to time in the Company's SEC reports and filings,
including, but not limited to, its report on Form 10-QSB for the quarter ended
September 30, 2000 and its report on Form 10-KSB for the year ended December 31,
1999, may affect the results achieved by the Company.
CONTACT: Guardian Technologies International, Inc.
J. Andrew Moorer, 480/575-6972 or 480/488-2384
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KEYWORD: ARIZONA
INDUSTRY KEYWORD: AUTOMOTIVE
AEROSPACE/DEFENSE
GOVERNMENT
MERGERS/ACQ
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