Special Devices Announces the Signing of a Definitive Merger Agreement

22 June 1998

Special Devices Announces the Signing of a Definitive Merger Agreement

    NEWHALL, Calif.--June 22, 1998--Special Devices Inc. , a Newhall-based company which designs and manufactures pyrotechnic devices for the automotive and aerospace industries, Monday announced it has signed a Definitive Merger Agreement with an affiliate of J.F. Lehman & Company whereby the affiliate will acquire all of the company's outstanding common stock at $37 per share, excluding certain shares held by certain members of management and affiliates, according to Thomas F. Treinen, company chairman.
    The agreement is subject to shareholder approval.
    J.F. Lehman & Company, located in New York and Virginia, is a private equity fund investing in the aerospace, engineering and manufacturing industries. The fund has an extensive record of assisting their portfolio companies in achieving exceptional long-term growth.
    Treinen stated, "We are very pleased with this proposed transaction. This culminates several months of diligent effort with Donaldson, Lufkin & Jenrette Securities Corp. to seek ways to maximize our shareholder value, and we believe this is the best course of action available to us."
    The Lehman partners stated, "We are extremely pleased to become partners with the founders and leaders of this excellent company and to have the opportunity to work with them in building SDI into the world leader in their field."
    Treinen added the closing of the proposed transaction, pending shareholder approval, should occur by the end of August 1998.
    Special Devices is a nationally recognized leader in the design and manufacture of pyrotechnic devices used by the automotive industry for initiators in airbag systems, and by the aerospace industry in tactical missile and crew escape systems. The company operates facilities in Newhall; Mesa, Ariz; and Downers Grove, Ill.; and employs more than 1,200 people. Special Devices has headquarters at 16830 West Placerita Canyon Rd., Newhall, Calif. 91321, 805/259-0753. J.F. Lehman & Company has headquarters in New York.