Wireless Telecom Group, Inc. (NYSE American: WTT) (the
“Company”) announced the signing of a definitive agreement to
acquire Holzworth Instrumentation Inc. (“Holzworth”), a Boulder,
Colorado based provider of specialty phase noise analyzers and
signal generators.
Holzworth instruments are used by government labs, the
semiconductor industry, and network equipment providers, among
others, in research and automated test environments. The Company
expects to close this acquisition in the months ahead.
Timothy Whelan, CEO of Wireless Telecom Group, commented, “We
remain focused executing our long-term strategy and are proud to
have signed a definitive agreement to acquire Holzworth, a
complimentary business for our Test and Measurement segment which
serves a common customer base with common channel partners. This
acquisition is expected to drive future growth and accretive
profitability to our Test and Measurement segment by the attractive
margins of the business.”
Whelan added, “Holzworth is an established test and measurement
brand, well known for their ultra-low phase noise, high stability
phase noise analyzers and signal generators. Products designed by
Holzworth are used by customers on the cutting edge of high
technology research, development and production in government,
commercial and academic environments. Their solutions meet
demanding performance specifications in a unique form factor at an
attractive price point, allowing them to compete with some of the
largest test and measurement equipment manufacturers worldwide. We
are thrilled to welcome the skilled founders and employees of
Holzworth and believe their product offerings are a perfect
complement to our specialty noise generation and higher performance
radio frequency power measurement solutions. The Holzworth
acquisition is aligned to our focus on the growth of test and
measurement solutions, which we believe will enable the future of
wireless technology in radar, satellite communications and 5G.”
Jason Breitbarth, President of Holzworth, stated, “We are
excited to join Wireless Telecom Group and be part of their mission
to provide specialty products and unique solutions used in the
development, testing and deployment of wireless connectivity. With
a larger sales channel footprint, broader customer base, and a
global team of RF and microwave experts, we expect to deliver even
greater value to shared and new customers. We believe this
combination will allow us to realize greater growth as we focus our
principal skill sets on technology advancement and business
development.”
The initial purchase price for Holzworth is comprised of $8.0
million of cash payable at closing, $1.5 million in deferred cash
payments, subject to minimum EBITDA (as defined in the acquisition
agreement) thresholds, and $500,000 of Wireless Telecom Group Inc.
common stock based on the 90-day volume weighted average share
price of $1.44 per share. The shares will be subject to a 36-month
lock-up provision. Additional details of the agreement are set
forth in a Form 8-K filed by the Company today.
The transaction closing is conditioned upon the Company
obtaining proceeds from a debt financing in an amount sufficient to
pay the total closing cash consideration of the acquisition of $8.0
million. The Company is engaged in a process to obtain such
financing.
The Holzworth acquisition agreement also includes customary
representations and warranties and indemnifications of both the
Company and Holzworth, and is subject to customary closing
conditions in addition to the debt financing condition.
Forward-Looking Statements
This press release contains “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. In some cases, such forward-looking statements may be
identified by terms such as believe, expect, seek, may, will,
intend, project, anticipate, plan, estimate, guidance or similar
words. Forward-looking statements include, among others, statements
regarding our expectation that the Holzworth acquisition will drive
future growth and accretive profitability, our expectation that the
Holzworth acquisition will close in the months ahead, and that the
combination will allow greater growth of Holzworth revenues.
Investors are cautioned that such forward-looking statements are
not guarantees of future performance and involve a number of risks
and uncertainties that could materially affect actual results,
including, among others, the ability of the Company to obtain
appropriate debt financing for the transaction on favorable terms
or at all; management’s ability to integrate the Holzworth business
successfully; the ability of management to successfully implement
the Company’s business plan and strategy; the loss of any
significant customers of the Company; the impact of competitive
products and pricing; as well as other risks and uncertainties set
forth in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2018. These forward-looking statements speak
only as of the date of this release and the Company does not
undertake any obligation to update or revise any forward-looking
information to reflect changes in assumptions, the occurrence of
unanticipated events, or otherwise, as except as required by
law.
About Wireless Telecom Group, Inc.
Wireless Telecom Group, Inc., comprised of Boonton
Electronics, CommAgility, Microlab and Noisecom, is a global
designer and manufacturer of advanced radio frequency and microwave
components, modules, systems and instruments. Serving the wireless,
telecommunication, satellite, military, aerospace, semiconductor
and medical industries, Wireless Telecom Group products enable
innovation across a wide range of traditional and emerging wireless
technologies. With a unique set of high-performance products
including peak power meters, signal analyzers, signal processing
modules, LTE PHY and stack software, power splitters and combiners,
GPS repeaters, public safety monitors, noise sources, and
programmable noise generators, Wireless Telecom Group supports the
development, testing, and deployment of wireless technologies
around the globe. Wireless Telecom Group is headquartered in
Parsippany, New Jersey, in the New York City metropolitan area, and
maintains a global network of Sales and Service offices for
excellent product service and support. Wireless Telecom Group’s
website address is http://www.wirelesstelecomgroup.com.
About Holzworth Instrumentation Inc.
Holzworth Instrumentation Inc. has been a global provider
of high-performance signal sources and phase noise analyzers since
2004. Holzworth phase coherent, broadband radio frequency and
microwave synthesizers are optimized for ultra-low phase noise
performance, spectral purity and fast switching speeds. Holzworth
phase noise analyzers are of the same innovative design philosophy,
optimized for measurement speed, z540 traceable accuracy and high
reliability while measuring to noise floors at the theoretical
limit. Holzworth’s website address is http://www.holzworth.com.
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