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CompuDyne Corporation Announces Completion of Sale to Gores Patriot Holdings, Inc.

    ANNAPOLIS, Md., Sept. 21 /PRNewswire-FirstCall/ -- CompuDyne
Corporation (Nasdaq: CDCY) announced today the completion of the merger of
the Company with Patriot Acquisition Corp., an affiliate of The Gores
Group, LLC.
    Gores Patriot Holdings, Inc. completed the acquisition of CompuDyne
Corporation pursuant to the short-form merger procedure available under
Nevada law. In this merger, Patriot Acquisition Corp., a wholly-owned
subsidiary of Gores Patriot Holdings, merged with and into CompuDyne
Corporation, and CompuDyne Corporation became a wholly-owned subsidiary of
Gores Patriot Holdings, Inc. As a result of the merger, each outstanding
share of CompuDyne Corporation's common stock was cancelled and converted
into the right to receive $7.00 per share, net to the seller in cash and
without interest.
    As a result of this transaction, CompuDyne Corporation's common stock
will cease trading on the NASDAQ Global Market at market close today,
September 21, 2007, and will thereafter be delisted. Shareholders who hold
shares of CompuDyne's common stock through a bank or broker will not have
to take any action to have their shares converted into cash, since these
conversions will be handled by the bank or broker. As soon as practicable,
Continental Stock Transfer, the paying agent appointed by The Gores Group,
will send information to all CompuDyne shareholders of record, explaining
how they can surrender their shares of CompuDyne common stock in exchange
for $7.00 in cash, without interest and less any applicable withholding
taxes. Shareholders of record should await this information before
surrendering their shares.
    About CompuDyne:
    CompuDyne Corporation is a leading provider of products and services to
the public security market with 2006 revenues of 147.5 million. CompuDyne
operates in four distinct segments in this marketplace: Institutional
Security Systems, Attack Protection, Integrated Electronics and Public
Safety and Justice. CompuDyne's customers include several divisions of
federal, state and local governmental agencies and corporate clientele. For
more information, please visit http://www.CompuDyne.com.
    About The Gores Group:
    Founded in 1987, The Gores Group, LLC is a private equity firm focused
on acquiring controlling interests in mature and growing businesses which
can benefit from the firm's operating experience and flexible capital base.
The firm combines the operational expertise and detailed due diligence
capabilities of a strategic buyer with the seasoned M&A team of a
traditional financial buyer. The Gores Group, LLC has become a leading
investor having demonstrated over time a reliable track record of creating
substantial value in its portfolio companies alongside management. The
firm's current private equity fund has committed equity capital of $1.3
billion. Headquartered in Los Angeles, California, The Gores Group, LLC
maintains offices in Boulder, Colorado and London. For more information,
please visit http://www.gores.com.


SOURCE CompuDyne Corporation




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Related links:
  • http://www.gores.com
  • http://www.CompuDyne.com
    CONTACT:
    Bob Marese, +1-212-929-5500,
    bmarese@mackenziepartners.com, for CompuDyne Corporation