MTC Signs Merger Agreement

DAYTON, Ohio, Dec. 21 /PRNewswire-FirstCall/ -- MTC Technologies, Inc.
(Nasdaq Global Select Market: MTCT), an industry-recognized provider of
aircraft modernization and sustainment, professional services, C4ISR, and
logistics solutions to the Department of Defense and national security
agencies, announced today that it has signed a definitive merger agreement to
be acquired by BAE Systems, Inc. The transaction, which is valued at
approximately $450 million, includes the purchase of all the outstanding
shares of MTCT for a cash price of $24.00 per share plus the assumption of
debt.
Dr. Raj Soin, Chairman and CEO of MTC, commented, "We are pleased to join
forces with such a formidable organization. We also take great pride in what
MTC has accomplished over the last 23 years, and realize that it would not
have been possible without the effort of our loyal employees, subcontractors
and valued customers. I am confident the combination of our organizations
will foster even greater employee development and expanded market
opportunities."
BAE Systems is a 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 pounds Sterling) in 2006.
The acquisition is expected to close in the first half of 2008, subject to
the satisfaction of customary closing conditions, including stockholder
approval and any required regulatory approvals. Raymond James is serving as
financial advisor to MTC, Stifel Nicolaus provided a fairness opinion to MTC's
Board of Directors and Jones Day is serving as MTC's legal counsel.
Forward-Looking Statements
This document contains forward-looking statements, which involve a number
of risks and uncertainties. MTC cautions readers that any forward-looking
information is not a guarantee of future performance and that actual results
could differ materially from those contained in the forward-looking
information. The following factors, among others, could cause actual results
to differ from those set forth in the forward-looking statements: the ability
to obtain regulatory approvals of the transaction on the proposed terms and
schedule; the failure of MTC shareholders to approve the transaction; the risk
that the acquisition may not be completed in the time frame expected by the
parties; the risk that the businesses will not be integrated successfully; the
risk that the cost savings and any other synergies from the transaction may
not be fully realized or may take longer to realize than expected; and
disruption from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers. Additional factors that
may affect future results are contained in MTC's filings with the SEC, which
are available at the SEC's web site, http://www.sec.gov. MTC disclaims any
obligation to update and revise statements contained in these materials based
on new information or otherwise.
Additional Information
In connection with the proposed transaction, MTC will file a proxy
statement with the SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will
be able to obtain the proxy statement, as well as other filings containing
information about MTC, free of charge, at the website maintained by the SEC at
www.sec.gov. Copies of the proxy statement and other filings made by MTC with
the SEC can also be obtained, free of charge, by directing a request to MTC
Technologies, Inc., 4032 Linden Avenue, Dayton, Ohio 45432, Attention:
Corporate Secretary.
Participants in the Solicitation
The directors and executive officers of MTC and other persons may be
deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding MTC's directors and executive
officers is available in its Form 10-K filed with the SEC on March 13, 2007.
Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other relevant
materials to be filed with the SEC when they become available. Investors
should read the proxy statement carefully when it becomes available before
making any voting or investment decisions.
For further information about MTC, visit our website at
www.mtctechnologies.com.
SOURCE MTC Technologies, Inc.

Investor Relations and Media, Dan Bigelow Director, Investor Relations &
Corporate Communications, daniel.bigelow@mtctechnologies.com; or Other
Information, Michael Gearhardt, Chief Financial Officer,
michael.gearhardt@mtctechnologies.com, both at +1-937-252-9199, both of MTC
Technologies, Inc.