To: dvdw© who wrote (362 ) 2/17/2007 1:41:14 AM From: richardred Respond to of 7265 SSPI-Buyout Vecima to Buy Spectrum Friday February 16, 6:25 pm ET NEW YORK (AP) -- Vecima Networks Inc., a Canadian maker of broadband access products, said Friday it will acquire Spectrum Signal Processing Inc., which makes software for defense applications, in a cash and stock deal. ADVERTISEMENT The announcement sent Spectrum's U.S. shares up 18 cents, or 34 percent, to 71 cents in aftermarket trading, after closing up 1 cent, or 2 percent, at 53 cents on the Nasdaq Stock Exchange. Vecima said it expects that the acquisition to be immediately accretive to its revenue. Under the agreement, Vecima will buy all of Spectrum's outstanding common shares for the equivalent of 89.39 cents Canadian (76.89 cents) per share. The amount is based on a Vecima share value of $10.06 Canadian ($8.65), which was the 30-day volume weighted average trading price of Vecima shares to Jan. 23, the date that the companies executed a non-binding letter of intent. The price represents a 39 percent premium over the 30-day average closing price of Spectrum shares to Feb. 15, the companies said. Consideration will be comprised of 49.15 cents Canadian (42.26 cents) cash, and 0.04 of one Vecima common share, for each Spectrum common share. The deal is subject to maximum aggregate cash consideration of about $10.1 million Canadian ($8.7 million) and a maximum of 820,000 Vecima shares. Vecima will also acquire all outstanding stock options and warrants to acquire Spectrum shares in exchange for options and warrants of Vecima. The deal, which was recommended by Spectrum's board, must be approved by U.S. and Canadian regulators and by 75 percent of the votes cast by Spectrum shareholders. It's expected to close in April.biz.yahoo.com