SpaceDev, Inc. (OTCBB: SPDV ) has signed an agreement to be acquired by privately-held Sierra Nevada Corporation (SNC). Under the agreement, SNC would acquire for cash the outstanding equity of SpaceDev for the gross purchase price of $38 million. After certain deductions , it is expected this sale will result in a net price to holders of SpaceDev common stock between $0.68 and $0.72 per share. The expected price represents a premium of between 42 and 50 percent over the average closing price of SpaceDev’s common stock over the 30 trading days preceding this announcement. The transaction, which is subject to certain conditions, including stockholder approval, has been approved by SpaceDev’s Board of Directors and will be presented to SpaceDev’s stockholders for a vote which is expected to occur in December. Stockholder approval will be solicited by SpaceDev by means of a proxy statement, which will be mailed to SpaceDev’s stockholders upon completion of the required Securities and Exchange Commission filing and review process. Certain of SpaceDev’s officers and principal security holders, who collectively beneficially own approximately 37 percent of SpaceDev’s common stock (including shares issuable upon conversion of preferred stock and exercise of options and warrants held by them), have agreed to vote in favor of the merger at the SpaceDev stockholder meeting and have granted proxies to SNC for that purpose.

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