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Optelecom-NKF, Inc. Stockholders Approve Merger Agreement With TKH Group N.V.

GERMANTOWN, Md., Jan. 26, 2011 /PRNewswire/ -- Optelecom-NKF, Inc. (Nasdaq: OPTC, "Optelecom-NKF") today announced that at a special meeting of stockholders held yesterday its stockholders approved the proposal to adopt the definitive merger agreement by and among Optelecom-NKF, TKH Group N.V. (NYSE Euronext Amsterdam, AMS: TWEKA, "TKH") and a subsidiary of TKH.  

The proposal to adopt the merger agreement required the affirmative vote of a majority of the outstanding shares of common stock of Optelecom-NKF.  Stockholders holding approximately 56.5 percent of the outstanding shares of common stock of Optelecom-NKF as of the close of business on December 7, 2010, the record date for the special meeting, voted for the proposal to adopt the merger agreement. Of the 60 percent of outstanding shares of common stock that voted approximately 95 percent voted in favor of the merger agreement.  

As a result of the merger contemplated by the merger agreement, each outstanding share of Optelecom-NKF common stock immediately before the completion of the merger will be cancelled and automatically converted into the right to receive $2.45 in cash, without interest and less any applicable withholding taxes, and Optelecom-NKF will become an indirect wholly-owned subsidiary of TKH.  Subject to the satisfaction or waiver of certain conditions set forth in the merger agreement and described in detail in the Definitive Proxy Statement on Schedule 14A filed by Optelecom-NKF with the Securities and Exchange Commission on December 20, 2010, Optelecom-NKF expects to close the merger on January 27, 2011.  

Optelecom-NKF was advised by Seale Capital, Inc. and TKH was advised by ING Financial Markets LLC.

About Optelecom-NKF

Optelecom-NKF is a global supplier of advanced video surveillance solutions. Its range includes IP cameras, video servers/codecs, network video recorders, fiber transmission equipment, video management software, and video analytics. It delivers complete solutions for traffic monitoring and security of airports, seaports, casinos, prisons, utilities, public transit, city centers, hospitals, and corporate campuses.

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