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DEI Holdings Announces Initiative to Further Reduce Costs Through Voluntary NASDAQ Delisting and SEC Deregistration

(Jan 16, 2009)-- DEI Holdings announced that it has given notice to the NASDAQ Global Market of its decision to voluntarily delist its common stock and to withdraw the registration of its stock with the Securities and Exchange Commission. The Company intends to file a Form 25 and a Form 15 with the SEC to voluntarily deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934. As a result of the filing of the Forms 25 and 15, the Company's obligation to file certain reports and forms with the SEC, including Forms 10-K, 10-Q, and 8-K, will cease.

According to James E. Minarik, the Company's Chief Executive Officer, "Our Company continues to generate strong gross margins, cash flow, and EBITDA as exhibited by our significant paydown of $49 million in debt, an 18% reduction, in 2008. Additionally, during these difficult economic times it is essential that we continue to avoid or eliminate costs wherever we can. Accordingly, and after careful consideration, our board of directors decided to delist from NASDAQ and deregister with the SEC as we believe that the savings that will benefit our shareholders outweigh any advantages of continuing as a NASDAQ listed and SEC registered company." Mr. Minarik continued, "Without the annual accounting expenses, legal costs, and administrative burden relating to SEC reporting obligations and compliance with the Sarbanes-Oxley Act, we will be able to further significantly reduce our costs while still maintaining a strong financial control environment, and better focus on the day-to-day operations of our business, thereby delivering long-term shareholder value. In 2008, we reduced our overhead by over $5 million on an annualized basis and we continue to work on overhead reduction initiatives as we exit the SIRIUS business. We expect delisting and deregistering to save us in excess of $1.5 million on an annualized basis."

The Company intends to file the Form 25 Notification of Removal From Listing with the SEC on or about January 26, 2009. As a result, the Company expects that trading of its shares on the NASDAQ Global Market will be terminated on or about February 5, 2009, at which time the Company intends to file the Form 15 Certification and Notice of Termination of Registration with the SEC. After its shares have been delisted from NASDAQ, the Company anticipates that its shares will be quoted on the Pink OTC Markets Inc. quotation service. For more information about this service, please see www.pinksheets.com. Once on the pink sheets, the Company intends to continue to make available periodic financial information. The audited financial statements for 2008 should be available by April 2009.

The Company expects the deregistration with the SEC to become effective 90 days from the date of the filing of the Form 15. The Company's board of directors considered many factors in making this decision, including the following:

* the market value that the public markets are currently applying to the Company;
* the costs, both direct and indirect, associated with the preparation and filing of the Company's periodic reports with the SEC;
* the costs associated with complying with the Sarbanes-Oxley Act of 2002;
* the fact that the Company's stock price has reached very low levels;
* the nature and extent of the trading in the Company's common stock;
* the fact that many other typical advantages of being a public company are not currently available to the Company, including enhanced access to capital and the ability to use equity securities to acquire other businesses; and
* the current level of analyst coverage and minimal liquidity for the Company's common stock.

In addition to the significant time and cost savings resulting from deregistration, the board believes that this action will allow the Company's management to better focus its attention and resources on implementing the Company's business plan and building longer-term enterprise value.

A notice about the Company's delisting and deregistration will be available on its website at www.deiholdings.com.

DEI Holdings also announced the departure of Edmond S. Thomas, who resigned from the board of directors effective January 10, 2009. Mr. Minarik stated, "The entire board is very thankful for Ed's significant contributions to DEI Holdings in the past several years. He has spent a tremendous amount of time and energy helping to guide our company, and we will miss his presence on the board."

The Company also announced that it paid down approximately $49 million of its debt during 2008, consisting of $45 million of term debt repayment and $4 million of revolver repayment, bringing the total debt repaid in fiscal 2007 and 2008 to $124 million. The 2008 debt reduction leaves the total debt balance as of December 31, 2008 at $218 million, or 18% lower as compared with $267 million at the end of fiscal 2007, and 36% lower as compared with $342 million at the end of fiscal 2006. As of December 31, 2008, the Company's $60 million revolver was undrawn.

Mr. Minarik said, "We are very proud of our ability to meaningfully reduce our long-term debt over the past two years. Our revenue and efficient use of working capital generated the cash flow necessary to pay down a significant portion of our debt and, subject to our annual audit, we expect to remain in compliance with all of our debt covenants as of December 31, 2008."

For more information, please visit www.deiholdings.com.

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