Armor Holdings, Inc. and Stewart & Stevenson Services, Inc. Announce Merger Approval; Companies Complete Transaction

JACKSONVILLE, Fla. and HOUSTON, May 25  /PRNewswire-FirstCall/ -- Armor Holdings, Inc. (NYSE:AH) and Stewart & Stevenson Services, Inc. (NYSE:SVC) announced that Stewart & Stevenson shareholders approved the merger with Armor Holdings, Inc. at the special shareholder meeting held today, and the companies have closed the transaction.

Robert R. Schiller, President of Armor Holdings, said, "We are very pleased that our merger with Stewart & Stevenson has been completed and look forward to working with their talented team to quickly and smoothly integrate their operations into our Aerospace & Defense Group.  As a prime contractor for the U.S. military's tactical wheeled vehicle fleet, Stewart & Stevenson operations are highly complementary to Armor Holdings' existing armoring capabilities.  This combination dramatically enhances our ability to offer the Department of Defense an integrated tactical vehicle resource and positions us extremely well to supply products for a wide range of high-priority projects in the coming years.

"In addition to the clear strategic benefits of this combination, there are significant financial benefits as well.  We expect the acquisition to be accretive to earnings in 2007, based on current expectations for Stewart & Stevenson's FMTV program and modest cost synergies.  We also believe this transaction will provide a wide variety of incremental growth opportunities for Armor Holdings and improve multi-year visibility for revenues.  In short, we are excited to take the next step in Armor Holdings' evolution into a more diversified manufacturer of branded products for the military, law enforcement and personnel safety markets and look forward to leveraging this partnership to deliver significant value to customers and shareholders on a sustained basis."

Max L. Lukens, President and Chief Executive Officer of Stewart & Stevenson, said, "We are extremely pleased with the outcome of today's vote and appreciate the support of our shareholders throughout this process.  We are glad to have been able to enhance value for our shareholders and deliver a significant cash premium to them with the Armor Holdings transaction.  Joining the Armor Holdings family is the right fit for Stewart & Stevenson and we look forward to rapidly integrating our operations and capitalizing on the power of this combination."

Under the terms of the agreement, Stewart & Stevenson shareholders will receive $36.50 per share in cash. With the closing of the transaction, trading in Stewart & Stevenson common stock will be halted at the close of business today.

About Stewart & Stevenson

Stewart & Stevenson Services, Inc., founded in 1902, is primarily engaged in the design, manufacture and service of medium and light tactical vehicles for the U.S. Army and others worldwide.  Stewart & Stevenson Services, Inc. is not affiliated with Stewart & Stevenson LLC.  For more information on Stewart & Stevenson Services, Inc., visit http://www.ssss.com/ .

About Armor Holdings

Armor Holdings, Inc. (NYSE:AH) is a diversified manufacturer of branded products for the military, law enforcement, and personnel safety markets. Additional information can be found at http://www.armorholdings.com/ .

Certain matters discussed in this press release constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. The Company may use words such as "anticipates," "believes," "plans," "expects," "intends," "future," and similar expressions to identify forward-looking statements. These risks and uncertainties are described in the Company's filings with the Securities and Exchange Commission, including the Company's Registration Statement on Form S-3, its 2005 Form 10-K and most recently filed Form 10-Qs and 8-Ks. 

DATASOURCE: Armor Holdings, Inc.



CONTACT:  Robert R. Schiller, President of Armor Holdings, Inc.,

[phone]; or Media, Drew Brown or Rich Coyle, both of Citigate Sard

Verbinnen, [phone]; or Investors, James R. Palczynski, Principal,

Integrated Corporate Relations, Inc., [phone], or , all

for Armor Holdings; or L. Scott Biar, CFO & Treasurer, Stewart & Stevenson

Services, Inc., [phone]; or Media, Matt Sherman or Sharon Goldstein,

both of Joele Frank, Wilkinson Brimmer Katcher, [phone]; or Investors,

Dan Burch or Charlie Koons, both of MacKenzie Partners, Inc., [phone],

or [phone], for Stewart & Stevenson Services



Web site:  http://www.armorholdings.com/

http://www.ssss.com/ 

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