Wireless Telecom Group Announces Closing of Acquisition of Willtek Communications GmbH
02 7월 2005 - 2:09AM
Business Wire
Wireless Telecom Group, Inc. (AMEX Symbol: WTT) a global provider
of electronic noise generation equipment in the telecommunications
field, announced today that it has completed the acquisition of
Willtek Communications GmbH, a leading German supplier of testing
solutions for emerging wireless services and cellular networks. In
accordance with the amended and restated stock purchase agreement
among WTT, Willtek, and each of Willtek's two shareholders,
Investcorp Technology Ventures, L.P. and Damany Holding GmbH,
effective July 1, 2005, WTT purchased all of the outstanding share
capital of Willtek from the Willtek shareholders, in exchange for
8,000,000 newly issued shares of WTT's common stock. Based on the
$2.69 closing price of a share of WTT's common stock as reported on
the American Stock Exchange on June 30, 2005, the dollar value of
the acquisition consideration is approximately $21.5 million. At
the closing of the acquisition, an aggregate of 7,000,000 shares
were issued directly to the Willtek shareholders and 1,000,000
shares were deposited in escrow, for a one-year period following
the closing date, as collateral for the indemnification obligations
of the Willtek shareholders under the purchase agreement. Based on
the number of shares of WTT's common stock outstanding on June 30,
2005, the Willtek shareholders presently own in the aggregate
approximately 31.4% of WTT's outstanding common stock, with
Investcorp owning approximately 25.4% and Damany Holding owning
approximately 6.0%. In connection with the closing of the
acquisition, WTT also has guaranteed payment of certain outstanding
indebtedness of Willtek to Investcorp equal to EUR 3.5 million
(approximately $4.3 million), plus accrued but unpaid interest at
the rate of 8% per year through the closing date of the acquisition
(approximately EUR 607,000, or approximately $735,000). Effective
at the closing, Paul Genova resigned as a director of WTT, but will
continue to serve in his capacity as President and Chief Financial
Officer of WTT. At that time, two of Investcorp's designees, Savio
W. Tung and Hazem Ben-Gacem, were appointed to WTT's board. Mr.
Tung was appointed Chairman of the Board, replacing Karabet "Gary"
Simonyan, who was appointed non-executive Vice Chairman of the
Board. In addition, at the closing, Cyrille Damany, the Chief
Executive Officer of Willtek and the sole shareholder of Damany
Holding, was appointed by WTT's board as the new Chief Executive
Officer of WTT, replacing Mr. Simonyan, who had served as interim
Chief Executive Officer of WTT since July 2004. At the closing, WTT
and the Willtek shareholders entered into a shareholders'
agreement, which provides that for so long as Investcorp's level of
beneficial ownership of WTT's common stock continuously equals or
exceeds certain percentage thresholds, at each annual or special
meeting of WTT's shareholders at which directors are to be elected,
Investcorp will be entitled to designate to WTT's nominating
committee up to two candidates for nomination for election to WTT's
board. These rights will expire at such time as Investcorp owns
less than 5% of the issued and outstanding shares of WTT's common
stock, subject to a 20-day grace period. Furthermore, in addition
to restrictions on transfer imposed under U.S. federal and state
securities or "blue sky" laws, the shareholders' agreement provides
for certain restrictions on the transfer of the shares of WTT's
common stock received by the Willtek shareholders in the
acquisition, as well as certain registration rights with respect to
such shares. "We are pleased that the acquisition of Willtek is
complete and look forward to continuing the work that has already
been accomplished between the two companies," said Gary Simonyan,
WTT's Vice Chairman. "The combination of Willtek's operations with
WTT's strengthens our competitive position, will add significant
incremental revenue and afford the combined company the ability to
offer a wider range of products to a larger, global customer base,"
Mr. Simonyan added. "The acquisition is a significant event in the
future direction of our company and is a major step that is
consistent with our strategic plan." "I am very excited to join
this dynamic organization, and I look forward to leading the
combined company's efforts to capitalize on a more diversified
product and technology portfolio, complementary customer
relationships and distribution channels on a global platform," said
Cyrille Damany, WTT's newly appointed Chief Executive Officer. "Our
high quality technology and global presence place the combined
company at the forefront of the electronic noise generation
equipment and wireless communications testing market, and we are
eager to deliver a broader range of technology and products to our
customers and markets." WTT's third quarter ending September 30,
2005 will reflect a full quarter of operating results reflecting
the acquisition of Willtek and its operations. About Wireless
Telecom Group, Inc. WTT is a global provider of electronic noise
generation equipment in the telecommunications field. It develops,
manufactures and markets a wide variety of electronic noise
sources, passive microwave components and electronic testing and
measuring instruments, including power meters, volt meters and
modulation meters. WTT's products have historically been primarily
used to test the performance and capability of cellular/PCS and
satellite communications systems, and to measure the power of RF
and microwave systems. Other applications include radio, radar,
wireless local area network (WLAN) and digital television. WTT's
current operations are conducted through WTT and its wholly owned
subsidiaries Boonton Electronics Corporation, Microlab/FXR and
Willtek Communications GmbH. Boonton Electronics Corporation is a
leader in the manufacture of test equipment dedicated to measuring
the power of RF and Microwave Systems used in multiple
telecommunications markets. Microlab/FXR 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 counter measures and missile guidance.
Willtek is a leading provider of solutions that enable
manufacturers and operators of wireless communications devices to
test mobile phones, air interface, and base stations of cellular
networks. Willtek serves a base of more than 5,000 customers
worldwide with state-of-the-art products including testing
equipment for GSM, GPRS, CDMA and WCDMA phones and wireless
devices, as well as handheld spectrum analyzers. WTT's website
address is http://www.wtt.bz. 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.
Wireless Telecom (AMEX:WTT)
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