BAE Systems Announces Agreement To Acquire MTC Technologies,INC

ROCKVILLE, Maryland - BAE Systems today announced it has entered into a definitive agreement to acquire MTC Technologies, Inc., a Dayton, Ohio-based company providing technical and professional services, and equipment integration and modernization for the U.S. military and intelligence agencies.

MTC Technologies’ shareholders will receive $24 in cash per share of common stock, without interest, in the transaction, representing a total consideration for MTC Technologies’ fully diluted share capital of approximately US $367 million. Including the assumption of net debt of US $81 million, the transaction is valued at approximately US $450 million.

The acquisition of MTC Technologies is consistent with BAE Systems’ strategy to become the premier global defense and aerospace company by growing its business in the company’s six home markets, including the United States, and by growing the company’s worldwide services businesses.

MTC Technologies is an excellent addition to BAE Systems,” said Walt Havenstein, president and Chief Executive Officer of BAE Systems, Inc. “This acquisition helps us become an even more effective prime contractor and provider of technical solutions and services, which means we will have a greater capability to meet our customers’ most demanding needs, specifically in the areas of readiness and sustainment.”

MTC Technologies, which currently employs approximately 2,900 people, will become part of BAE Systems’ Customer Solutions operating group, headquartered in Arlington, Virginia, as part of the company’s Technology Solutions & Services (TSS) line of business.

The combination of MTC Technologies with BAE Systems is an outstanding fit with very complementary offerings, and will position the organization to bring proven capabilities to a broader spectrum of customers. BAE Systems has long been recognized as a leading provider of solutions and services across a product’s life-cycle for the U.S. Navy. MTC Technologies similar expertise in supporting U.S. Air Force and U.S. Army programs will create an organization poised to deliver critical solutions to its customers throughout the U.S. Armed Forces and the U.S. intelligence community.

The proposed acquisition is conditional upon receiving certain required regulatory clearances and the approval of MTC Technologies shareholders’, among other things, and is expected to close in the first half of 2008.

About MTC Technologies
MTC Technologies delivers innovative solutions involving systems engineering, information technology, intelligence, and program management services primarily to the Department of Defense. Cited by Forbes as 16th of the “25 Fastest Growing Technology Companies-2006,“ by Washington Technology as 34th in revenue growth among the ”Top 100“ of IT Federal Prime Contractors, and ranked 14th by Aviation Week & Space Technology among the ”Top Performing Companies-2007" MTC Technologies employs approximately 2,900 people in more than 40 locations. The company was founded in 1984 and is headquartered in Dayton, Ohio.

About BAE Systems

BAE Systems is the premier global defense and aerospace company delivering a full range of products and services for air, land and naval forces, as well as advanced electronics, information technology solutions and customer support services. With 96,000 employees worldwide, BAE Systems’ sales exceeded US $27 billion (£15 billion) in 2006*.

*On a pro forma basis, assuming BAE Systems had owned Armor Holdings Inc for the whole of 2006

For further information please contact:
Herb Muktarian, BAE Systems
Tel: +1 703 907 8281 Mobile: +1 703 638 2529
herb.muktarian@baesystems.com

Scott Hailstone, BAE Systems
Tel: +44 (0) 1252 384725 Mob: +44 (0)7793 423068
scott.hailstone@baesystems.com

www.baesystems.com

This announcement includes “forward-looking statements.” All statements other than statements of historical facts included in this announcement, including any regarding MTC Technologies’ financial position, business strategy, plans and objectives of management for future operations, the expected timing and strategic and financial effects of the proposed acquisition are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors which could cause the actual results, performance or achievements of MTC Technologies or the markets and economies in which MTC Technologies operates to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements, including risks related to: the integration of MTC Technologies’ business, the costs related to the proposed acquisition, inability to obtain, or meet conditions imposed for, required governmental and regulatory approvals and consents and inability to obtain the approval of the shareholders of MTC Technologies for the proposed acquisition. We cannot give any assurance that the proposed acquisition will be completed or that it will be completed on the terms described in this announcement.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of BAE Systems for the current or future financial years would necessarily match or exceed the historical published earnings per share of BAE systems.

This material is not a proxy solicitation and is not a substitute for the proxy statement MTC Technologies will file with the U.S. Securities and Exchange Commission (the “SEC”). Investors are urged to read the proxy statement when it becomes available, because it will contain important information. The proxy statement and other documents, which will be filed by MTC Technologies with the SEC, will be available free of charge at the SEC’s website, www.sec.gov, or by visiting MTC Technologies’ website at www.mtctechnologies.com.