FOR IMMEDIATE RELEASE
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CONTACT: Xxxxxx X. Xxxxxxxxx or Xxxxxx X. Xxxxx
CEO, KNOGO North America Inc. CEO, Video Sentry
000-000-0000 Corporation
000-000-0000
VIDEO SENTRY AND KNOGO NORTH AMERICA
REVISE MERGER AGREEMENT
NEW YORK, NY, December 5, 1996 - Video Sentry Corporation (Nasdaq: VSEN), a
pioneer in traveling video security systems, and KNOGO North America Inc.
(AMEX:KNA), a leading manufacturer of Electronic Article Surveillance (EAS)
systems, today announced that they have filed with the Securities and Exchange
Commission (SEC) a preliminary proxy/prospectus with respect to their proposed
merger into a new publicly traded entity to be called Sentry Technology
Corporation (STC). The merger, which has been unanimously approved by both
boards of directors, is subject to approval by the holders of a majority of the
outstanding common stock of both companies. In this regard, the companies
announced that they expect to mail proxy materials to their respective
shareholders after completing SEC review and anticipate that the shareholder
meetings and closing may occur in January 1997. They also announced that they
have amended their outstanding merger agreement, originally executed in October
1996, to clarify certain details and to link the redemption hurdle price on the
STC Preferred share (i.e., the price over which STC Common share appreciation is
taken into account in the STC Preferred share redemption price) more closely to
the market price of STC Common shares. Instead of equaling a fixed price of
$6.50 per share, the hurdle price shall equal the STC Common share price one
year from the date of closing, but not less than $5.00 or more than $6.50.
Video Sentry Corporation, headquartered in Minneapolis, MN, is the
industry leader in the design, manufacture and marketing of a patented traveling
closed circuit television (CCTV) surveillance system.
KNOGO North America Inc., headquartered in Long Island, NY, designs,
manufactures, sells and services EAS and Closed Circuit Video equipment in the
United States and Canada to deter shoplifting and other types of theft for
retailers, supermarkets, libraries and commercial enterprises. KNOGO is a
spin-off of KNOGO Corporation, founder of the EAS industry 30 years ago.
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