Glass Lewis Recommends That Wireless Telecom Group Shareholders Vote in Favor of Proposed Acquisition of Willtek Communications
17 6월 2005 - 5:18AM
Business Wire
Wireless Telecom Group, Inc. (AMEX Symbol: WTT) announced today
that Glass Lewis & Co., a leading independent proxy advisory
firm, has recommended that WTT shareholders vote for WTT's proposed
acquisition of Willtek Communications GmbH and the issuance of
8,000,000 shares of WTT's common stock to Willtek's shareholders in
the acquisition at WTT's 2005 Annual Meeting of Shareholders to be
held on June 24, 2005. Glass Lewis & Co. is an analytical
research and proxy advisory firm providing services to
institutional investors. Its recommendation is consistent with that
of Institutional Shareholder Services, which on June 2, 2005
recommended that WTT shareholders vote in favor of the proposed
transaction. In making its recommendation, Glass Lewis stated in
its June 15, 2005 report: "WTT is acquiring Willtek to build its
revenue streams by increasing its product portfolio and establish a
stronger foothold in Europe and Asia. The (acquisition) is taking
place between two similar sized companies with comparable
technologies which will lead to cost and product synergies going
forward. Procedurally, WTT has acted reasonably in pursuing (the
transaction). WTT engaged financial and legal advisors and
conducted thorough due diligence. Importantly, after Willtek missed
its financial targets, (WTT) renegotiated the value of the
(acquisition) agreement. The combination affords the firm a
considerable amount of cost savings and an opportunity to pursue
foreign markets. We note that the transaction will be dilutive,
however, WTT will gain a significant amount of revenue from Willtek
(approximately 44% of the combined sales) which is critical for
small technology companies. In return, Willtek shareholders have
been offered a lower equity stake, 31.4%. Thus, despite our noted
concerns, we believe that the proposed transaction warrants
shareholder approval. Therefore, we recommend that shareholders
vote for this proposal." * As previously announced, on March 29,
2005, WTT entered into an amended and restated stock purchase
agreement with Willtek, a leading German supplier of testing
solutions for emerging wireless services and cellular networks, and
each of Willtek's two shareholders, under which the Willtek
shareholders agreed to sell to WTT all of the outstanding share
capital of Willtek, in exchange for 8,000,000 newly issued shares
of WTT's common stock. Based on the number of shares of WTT's
common stock outstanding on the record date for the Annual Meeting,
immediately following completion of the acquisition, the Willtek
shareholders will own in the aggregate approximately 31.4% of WTT's
outstanding common stock. Based on the $2.61 closing price of a
share of WTT's common stock on June 15, 2005, the dollar value of
the acquisition consideration is approximately $20.9 million. The
actual dollar value of the acquisition consideration on the closing
date of the proposed acquisition may be more or less than such
amount. Approval of the acquisition and the issuance of WTT's
common stock in the acquisition is required before the transaction
can be completed. Approval of the transaction requires the
affirmative vote of a majority of the votes cast on the matter at
the Annual Meeting. If approved by WTT shareholders at the Annual
Meeting, the transaction is expected to be completed on July 1,
2005. As WTT noted in its definitive proxy statement that it
recently mailed to its shareholders, WTT's board of directors urges
all shareholders who have not already done so to vote for the
transaction by signing, dating and returning their proxy cards
today, whether or not they plan to attend the Annual Meeting in
person. WTT shareholders who have questions or need assistance
voting their shares may call WTT's proxy solicitor, D.F. King &
Co., Inc., toll free at (800) 769-7666. In its report issued on
June 15, 2005, Glass Lewis also recommended that WTT shareholders
vote to approve the proposal that would give WTT the authority to
adjourn the Annual Meeting if there are not sufficient votes to
approve the transaction and related items. * Permission to use
quotation neither sought nor obtained. Wireless Telecom Group, Inc.
is a global provider of electronic noise generation equipment in
the telecommunications field. Boonton Electronics, a wholly owned
subsidiary, is a leader in the manufacture of test equipment
dedicated to measuring the power of RF and Microwave systems used
in multiple telecommunication markets. Microlab/FXR, a wholly owned
subsidiary, is a global provider of passive microwave components
including power splitters, directional couplers and filters. These
products are employed as system components in commercial
applications such as wireless base stations for cellular, paging
and private communications, in-building wireless signal
distribution, television transmitters and aircraft navigation
landing systems. Microlab/FXR products are also used in military
systems such as electronic countermeasures and missile guidance.
Except for historical information, the matters discussed in this
news release may be considered "forward-looking" statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such statements include declarations regarding the intent,
belief or current expectations of WTT and its management. . The
words "believes", "expects", "anticipates", "estimates", and
similar words or expressions are generally intended to identify
forward-looking statements. Prospective investors are cautioned
that any such forward-looking statements are not guarantees of
future performance and involve a number of risks and uncertainties
that could materially affect actual results. Such risks and
uncertainties are identified in WTT's definitive proxy materials,
dated May 9, 2005, and certain other filings made with the
Securities and Exchange Commission.
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