NEW YORK -- L-3 Communications (NYSE:LLL) today announced that it has signed a definitive agreement with Wescam Inc. (TSX:WSC) pursuant to which, L-3, through a wholly owned subsidiary, will offer to purchase all of the outstanding common shares of Wescam for Cdn$9.50 per share in cash. The total value of the transaction is approximately US$118 million. The transaction is being unanimously recommended by the Wescam Board to its shareholders. The offer is expected to be mailed to shareholders in early October, and is expected to close by the end of 2002, pending standard closing conditions, including 66 2/3% of the outstanding shares (on a fully diluted basis) being deposited to the offer, and customary regulatory approvals. The acquisition is expected to add approximately US$100 million of sales and between US$0.02 and $0.03 of earnings per share to L-3's 2003 results of operations. Based in Burlington, Ontario, Wescam designs and manufactures systems for defense applications that capture images from mobile platforms and transmits them in real time to tactical command centers for interpretation and for commercial broadcast applications to production facilities. Wescam's Government Systems Division supplies its precision stabilized electro-optic surveillance systems to the Intelligence, Surveillance and Reconnaissance & Communications (ISR&C) market, including maritime patrol aircraft, unmanned aerial vehicles, targeting, surveillance, force protection and CASR (combat, search and rescue). Wescam's products include high magnification lowlight, daylight and forward looking infrared sensors; laser range finders, illuminators and designators; and digital and wireless communication systems that combine imagery with wireless datalinks for network communications. Customers include the U.S. Department of Defense, the U.S. Department of Transportation, the U.S. Navy, Army, Air Force, Marines and Coast Guard and international military organizations including the Canadian Navy and the German Border Guard. Wescam also serves prime contractors and original equipment manufacturers including Lockheed Martin, Northrop Grumman, Thales and General Dynamics. Additionally, the company provides products to law enforcement agencies and police departments in the United States and internationally. "Wescam adds a needed key product base of EO/IR products to our ISR&C capabilities," continued Mr. Lanza. "It is essential and complementary to our Integrated Systems, Communication Systems-East and Communication Systems-West divisions, and we see significant new opportunities for a number of platforms. In addition, as the U.S. military and various international governments concentrate on bolstering their ISR&C capabilities to deal with terrorist threats, there are numerous opportunities to build Wescam's business base." L-3 Communications Corp. Wescam Inc.