To: BANCHEE who wrote (9979 ) 7/22/1999 1:38:00 PM From: Rande Is Read Replies (2) | Respond to of 57584
Northrop Grumman Files Lawsuit Against Adaptive Broadband; Seeks Unspecified Damages Related to Its Purchase of Government Business News July 22, 09:13 Eastern Time SUNNYVALE, Calif., Jul 22, 1999 (BUSINESS WIRE via COMTEX) -- Adaptive Broadband Rejects Charges, Saying It has No Merit; An Attempt to Renegotiate Price ADAPTIVE BROADBAND CORPORATION (Nasdaq: ADAP) announced today that Northrop Grumman Corporation has filed a lawsuit against it, alleging that Adaptive Broadband failed to disclose relevant events as required by terms of the Asset Purchase Agreement (APA) signed March 11, 1999, associated with the potential loss of certain government programs. Adaptive Broadband believes the claim has no merit and intends to defend any related action vigorously, and will consider all appropriate counter actions. Adaptive Broadband Rejects Demand "We conducted negotiations with Northrop in good faith, exercised reasonable judgment and breached no representations or warranties under the APA. We are surprised that a company of Northrop's size, market position and industry knowledge would make these allegations and demands," commented Frederick D. Lawrence, chairman and chief executive officer of Adaptive Broadband. "Northrop has owned the Government business for some time. They conducted months of due diligence and they thoroughly understand this market. We find these allegations completely without merit. They amount to an attempt to coerce us to renegotiate the purchase price without justification." Airborne Reconnaissance Low (ARL) Surveillance Program Key Element of Government Business In 1993, Adaptive Broadband, under its former name of California Microwave, fielded the ARL program, which has produced revenue for the company in the hundreds of millions of dollars. The company believes that this surveillance program and its associated communications and intelligence-gathering aircraft were of strategic interest to Northrop in its acquisition of Adaptive Broadband's Government business. In a related development, the June 16, 1999 edition of the Wall Street Journal reported that Northrop Grumman had lost to Raytheon Co. a $1.3 billion contract to build an airborne surveillance system for the United Kingdom Ministry of Defense. According to the article, "In a statement, Northrop expressed disappointment, saying the decision would have 'some impact' on the company's plans." Adaptive Broadband intends to explore fully any possible connection between Northrop's loss of a major surveillance program and its apparent attempt to reduce the purchase price of the company's Government business. Adaptive Broadband (http://www.adaptivebroadband.com) is a leading supplier of terrestrial wireless and satellite-based systems to support ultra-high speed Internet access, broadcast digital TV transport and worldwide Internet backbones. The company also provides industry-leading solutions for satellite-based data communications and terrestrial wireless telemetry networks. Copyright (C) 1999 Business Wire. All rights reserved. -0- CONTACT: Adaptive Broadband Stephanie M. Day, 408/743-3429 sday@adaptivebroadband.com Investor Information Line, 888/225-6789 adaptivebroadband.com