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TKH Group N.V. To Acquire Optelecom-NKF, Inc.

HAAKSBERGEN, Netherlands and GERMANTOWN, Md., Nov. 11, 2010 /PRNewswire-FirstCall/ -- TKH Group N.V. (NYSE Euronext Amsterdam, AMS: TWEKA, "TKH") and Optelecom-NKF, Inc. (Nasdaq: OPTC, "Optelecom-NKF") today announced that they have entered into a definitive merger agreement for a subsidiary of TKH to acquire all of the outstanding shares of Optelecom-NKF in an all cash merger transaction for $2.45 per share. The per share consideration represents a premium of 59.1 percent over Wednesday, November 10, 2010's closing price on the NASDAQ Capital Market of $1.54 and a premium of 72.7 percent over Optelecom-NKF's average closing share price on the NASDAQ Capital Market over the past thirty trading days.  

Alexander van der Lof, CEO of technology company TKH stated, "The strategic fit between TKH and Optelecom-NKF is excellent. Optelecom-NKF's portfolio is complementary to TKH's existing portfolio and strengthens TKH's position in the infra, transport and public transit market. Optelecom-NKF's customers get access to the broad portfolio of TKH's security solutions. With a strong focus on R&D at both companies, a further leading position in the security segment is aimed for. The internationally focused sales activities of Optelecom-NKF are in line with TKH's objective to increase the turnover generated by the security solutions to 20% of the total turnover."

According to Dave Patterson, president and CEO of Optelecom-NKF, "The knowledge components and techniques of TKH companies are combined to create innovative solutions to customer needs.  As a member of TKH, this approach will enable Optelecom-NKF to provide complete security solutions to our customers, increasing the value we can add through our strong network of relationships.  In a time of increasing consolidation within the global security industry, this transaction with TKH represents value for our shareholders and a good strategic fit for Optelecom-NKF."

The Board of Directors of Optelecom-NKF has unanimously approved the merger agreement and recommends that Optelecom-NKF's shareholders vote in favor of the transaction. The transaction, which is expected to close in the first quarter of 2011, is subject to the approval of Optelecom-NKF's stockholders and other customary closing conditions.   There is no financing condition to consummate the transaction.

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