SOURCE: Markland Technologies, Inc.

September 13, 2007 18:03 ET

Technest Holdings Announces Sale of EOIR

WARWICK, RI--(Marketwire - September 13, 2007) - Markland Technologies, Inc. (PINKSHEETS: MRKL), a company transforming advanced laboratory technology into real-world products, has issued the following statement on the sale of EOIR Technologies, Inc. by Technest Holdings, Inc.

Technest Holdings, Inc. (OTCBB: TCNH), a defense and homeland security company, announced today that it entered into a Stock Purchase Agreement with EOIR Holdings LLC, a Delaware limited liability company ("LLC"), pursuant to which Technest will sell EOIR Technologies, Inc. to LLC. LLC is an entity formed for the purposes of facilitating this transaction and is an affiliate of The White Oak Group, Inc., an Atlanta, Georgia-based private investment firm. The sale of EOIR to LLC will be structured as a stock sale in which LLC will acquire all of the outstanding stock of EOIR in exchange for approximately $34 million in cash, $11 million of which will be paid at closing and $23 million of which is contingent upon the successful re-award to EOIR of the contract with the U.S. Army's Night Vision and Electronics Sensors Directorate by December 31, 2009. Technest and LLC will complete the transaction when the conditions to closing are satisfied, including, among other things, approval of the transaction by the stockholders of Technest.

Markland Technologies is currently the holder of record of approximately 27% of the outstanding common stock of Technest Holdings, Inc. In accordance with a Litigation Settlement, Securities Purchase, Relinquishment and Exchange Agreement, the details of which were filed on Markland's Form 8-K dated June 29, 2007, the holders of Markland Series G preferred stock have, subject to applicable State law, conversion rights into the shares of Technest that are owned by Markland.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Markland Technologies

Markland Technologies, Inc. is engaged in the identification of advanced technologies currently under development in laboratories, universities and in private industry, and in the transformation of those technologies into next-generation products.

"Forward-Looking Statements"

Investors are cautioned that certain statements contained in this press release, including those related to the issuance of Technest dividend shares, as well as some statements in periodic press releases and some oral statements of Markland Technologies officers and directors during presentations about Markland Technologies, are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," or similar expressions. In addition, any statements concerning the Technest transaction, future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by management, are also forward-looking statements as defined by the Act. Some of the factors that could significantly impact the forward-looking statements in this press release include, but are not limited to, the satisfaction of the closing conditions of the Technest transaction. Forward-looking statements are based upon current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about Markland Technologies, its products, economic and market factors and the industries in which Markland Technologies does business, among other things. These statements are not guarantees of future performance and Markland Technologies has no specific intention to update these statements. More detailed information about those factors is contained in Markland Technologies filings with the Securities and Exchange Commission. http://www.sec.gov.

Contact Information

  • Contact:
    Investor Relations
    Consulting For Strategic Growth 1 Ltd.
    Stanley Wunderlich
    CEO
    Tel: 800-625-2236
    Fax: 212-337-8089
    Email: info@cfsg1.com