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Troy Group merges with Dirk, Inc.

8 Jun, 2004

Troy Group merges with Dirk, Inc.

TROY Group, Inc., which offers wireless and connectivity solutions that enable enterprises to share devices, such as printers either wirelessly or using traditional networks, announced that it has entered into a merger agreement with Dirk, Inc., a company controlled by Patrick Dirk, the founder of TROY, and his family members. Under the terms of the agreement, stockholders of TROY (other than Dirk, Inc. and the Dirk family members) will receive $3.06 per share, in cash, for each outstanding share of common stock of TROY owned by such stockholders. The transaction is structured as a forward merger in which Dirk, Inc. will merge with and into TROY, with TROY continuing as the surviving corporation. According to Dirk: "Since the Special Meeting of our stockholders on September 18, 2003, we have operated as a public company with a focus on returning TROY to profitability and growth. We were successful in returning TROY to five consecutive quarters of profitability through significant cost control measures. However, even with the introduction of several new products, we have not been able to achieve the growth that we believe is necessary to support a public company. Without the appropriate level of growth and with the costs of being a public company continuing to increase significantly, the board determined that the best course of action for all of our stockholders would be for TROY to become a private company." The Company expects the merger to close in August. The merger is subject to approval by TROY stockholders as required under applicable state law, to completion of financing arrangements necessary to accomplish the merger, and to certain other closing conditions.

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