Superconductor Technologies Inc. and Conductus Inc. jointly announced that they have signed a definitive agreement to merge the two companies.

The new company will retain the Superconductor Technologies name and will combine the talents, technologies, and assets of the two pioneers of commercial wireless and government applications of super conducting technology.

In addition, the companies have secured firm commitments from existing shareholders and affiliated entities for a $15 million investment through a private placement in the combined company, which is expected to close concurrent with, and is contingent upon, the close of the merger.

Under the terms of the agreement, which is subject to customary regulatory and shareholder approvals from each company, Conductus shareholders will receive 0.6 shares of newly issued STI common stock for each outstanding share of Conductus common stock.

This transaction, which is expected to be tax-free to shareholders of both companies for U.S. federal income tax purposes, will be accounted for as a purchase and is expected to close by Dec. 31, 2002.

Conductus will merge into a subsidiary of STI. M. Peter Thomas, president and CEO of STI, will be president and CEO of the new STI. Charles E. Shalvoy, president and CEO of Conductus will be executive vice president of the new STI, and president of the Conductus subsidiary.

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