WAVR ANNOUNCES MERGER
SAN JOSE, CALIFORNIA and TORONTO, ONTARIO, Nov 17, 2005 (CCNMatthews via
COMTEX) -- Combined Company To Offer Robust Suite of Wireless Broadband
Solutions Focused on Rapidly Growing Markets
Wave Wireless Corporation (OTCBB:WVWC) and WaveRider Communications (OTCBB:WAVR)
today announced that they have executed a letter of intent which sets forth the
preliminary terms and conditions of a proposed merger transaction between Wave
Wireless and WaveRider.
The proposed merger brings together Wave Wireless' SPEEDLAN(TM) family of
2.4GHz, 4.9GHz and 5.8GHz mesh networking products and WaveRider's Last Mile
Solution(R) non-line-of-sight, fixed and mobile wireless 900MHz products to
provide customers with a wide range of line-of-sight and non-line-of-sight
products and services, and position the combined company as a leading worldwide
provider of robust, wireless broadband applications and solutions.
Under the terms of the letter of intent, Charles W. Brown and T. Scott
Worthington, WaveRider's Chief Executive Officer and Chief Financial Officer,
will assume their respective positions in the newly merged company. The board of
directors of the combined company will include three directors from each of
WaveRider and Wave Wireless, and one newly appointed independent member. The
companies expect to complete the proposed merger in the first quarter of 2006.
The closing of the transaction is subject to certain conditions, including
necessary regulatory, board and shareholder approvals, execution of a definitive
merger agreement and the completion of due diligence.
"The proposed combination will result in a broad product offering that serves a
large and diverse mix of customers located throughout the world," said Charles
W. Brown, Chief Executive Officer of WaveRider Communications. "This will
position the merged company to address multiple market opportunities with its
enhanced service offerings and product portfolio, which will include fixed
wireless, mesh and mobile wireless products for multiple applications serving
the WISP, telecommunications, government, Homeland Security, safety and
surveillance markets."
Wave Wireless Acting CEO Dan Rumsey said: "We believe that the merger of Wave
Wireless and WaveRider is a superb strategic fit that brings together
complementary business lines, engineering skills, sales and marketing
capabilities and innovative technology recognized as best in its class. With the
substantial cost savings resulting from the proposed merger, the new company
will be well positioned to expand sales and marketing initiatives, achieve near
term profitability, and increase shareholder value, as it capitalizes on the
accelerating demand for robust high speed wireless connectivity solutions."
The non-binding letter of intent preliminarily calls for WaveRider's security
holders to exchange their ownership interest in WaveRider for Wave Wireless
common stock and securities convertible into Wave Wireless common stock, with
the intent that each company's security holders would end up holding
approximately 50% of the combined company on a fully diluted, as converted
basis. |
