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Textron Reaches Agreement to Acquire United Industrial Corporation


Acquisition provides superb strategic fit and growth potential

Providence, RI .- In a move to extend core capabilities in its aerospace and defense business, Textron Inc. (NYSE: TXT) today announced that it has reached a definitive agreement to acquire United Industrial Corporation (NYSE: UIC) in a cash transaction valued at approximately $1.1 billion. Textron has agreed to make a cash tender offer for all outstanding shares of UIC common stock at a price of $81 per share. The tender offer is expected to commence on or about October 16, 2007. Subject to customary conditions and approvals, the company expects to complete the acquisition by the end of the year.

UIC operates through its wholly-owned subsidiary, AAI Corporation. With projected 2007 revenues of approximately $700 million and 2,500 employees worldwide, AAI is a leading provider of intelligent aerospace and defense systems including unmanned aircraft and ground control stations, aircraft and satellite test equipment, training systems and counter-sniper devices. The company also has a strong services and logistics business to support its customers.

“AAI is a superb strategic fit for Textron,” said Textron Chairman, President and CEO Lewis B. Campbell. “It is in perfect alignment with our strategy to add important capabilities to our existing aircraft and defense businesses, adding new products and capabilities to further serve our government, military and homeland security customers. Textron is a recognized leader in manned, fixed and rotary wing aircraft. The addition of AAI broadens our leadership into unmanned vehicles. This combination of capabilities represents a very powerful growth platform, both in the near and long term.”

Headquartered in Hunt Valley, Maryland, AAI will become part of Textron’s Bell segment, with the majority of the business operating within Textron Systems Corporation. Textron Systems makes precision weapons, surveillance systems, complex intelligence and communications systems, aircraft control systems, specialty marine craft and armored vehicles for the defense, homeland security and aerospace markets.

Frank Tempesta, president of Textron Systems, explained, “As with our recent acquisition of Overwatch Systems, AAI’s products complement our existing portfolio and provide an essential building block for our precision engagement strategy. AAI will enable us to deliver broader and more integrated solutions to our customers - whether deploying our precision weapons, networking our unattended ground sensors, integrating with our intelligence software, or benefiting from the service and logistics that support them all. Just as important, we are also gaining some of the industry’s top talent and AAI’s established, highly loyal customer base.”

This acquisition offers synergies with Bell Helicopter as well. Dick Millman, president and CEO of Bell Helicopter, commented, “In addition to Textron Systems’ expertise in situational awareness, intelligence gathering and precision weapons, we have experience in surveillance and reconnaissance with groundbreaking unmanned aircraft systems, such as Bell Helicopter’s Eagle Eye - the first-ever unmanned tiltrotor aircraft. Our ability to address these growth opportunities will be strengthened by AAI’s capabilities. Further, AAI’s engine overhaul capability supports one of the key growth areas for Bell Helicopter, complementing our $1 billion helicopter support and service business.”

Textron’s financial advisors were Merrill Lynch & Co. and Rothschild Inc.

The tender offer will be followed by a second-step merger in which any untendered UIC shares would be converted into the right to receive the same price per share as shareholders who tendered in the cash tender offer. The boards of directors of both companies have approved the terms of the transaction. In addition, two directors of UIC, Warren G. Lichtenstein and Glenn M. Kassan, and Steel Partners II, LP, an investment partnership controlled by Mr. Lichtenstein, collectively owning 2,010,950 outstanding shares, have agreed to tender their shares in the cash tender offer.

“We are excited to become part of Textron,” said UIC President and CEO Frederick M. Strader. “We will immediately benefit from Textron’s world-class business improvement and talent development processes, among others. We also serve many of the same customers and will be able to combine our expertise in government affairs, sales and market development. Overall, our products, capabilities and culture are tightly aligned with Textron’s.”


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