Disposal
Filtronic PLC
12 June 2006
Powerwave Technologies to Acquire
THE Wireless INFRASTRUCTURE BUSINESS of
FILTRONIC PLC
SANTA ANA, Calif. and LONDON, England, June 12, 2006 - Powerwave Technologies,
Inc. (NASDAQ: PWAV) and Filtronic plc (LSE: FTC) today announced that they have
signed a definitive agreement for Powerwave to acquire the majority of
Filtronic's Wireless Infrastructure division business for a combination of 20.7
million newly issued shares of Powerwave common stock and $150 million in cash.
The specific product lines included in this proposed transaction comprise
transmit/receive filters, integrated remote radio heads and power amplifier
products, all for use in commercial wireless infrastructure base station
equipment (the 'Wireless Infrastructure business'). The proposed acquisition
does not include point to point radio backhaul equipment, as well as Filtronic's
other divisions, of Compound Semiconductors and Defence Electronics.
Ronald J. Buschur, President and Chief Executive Officer of Powerwave, stated: '
Our proposed acquisition of the Wireless Infrastructure business of Filtronic
will further expand Powerwave's leadership position in the wireless
infrastructure marketplace while deepening and strengthening our relationships
with our customers. We will be able to significantly expand our transmit and
receive filter product lines, as well as complement our existing remote radio
head products and RF conditioning products. We are also excited about the
opportunity to add one of the premier design and engineering resources in the
wireless infrastructure industry along with Filtronic's excellent management
capabilities to enhance our global position in both OEM and network operator
channels. In addition, we believe that the increased purchasing power from this
acquisition will enable Powerwave to achieve significant cost synergies while
further leveraging our global manufacturing capabilities.'
Professor J. David Rhodes, Group Chief Executive Officer of Filtronic plc, said:
'The board of directors believe that the divestiture of the Wireless
Infrastructure business will provide significant, demonstrable value to
Filtronic shareholders and that this combination with Powerwave will enhance its
position as a leading provider in the commercial wireless infrastructure market.
I am certain that the Filtronic Wireless Infrastructure business will continue
to develop strongly within Powerwave to support customers and give its employees
expanding opportunities. Part of the expected consideration is in Powerwave
shares. This will enable our shareholders to participate in Powerwave's growth,
and indirectly benefit from the sustained growth we are currently experiencing
in the Wireless Infrastructure market, where our order book on our largest
product line has recently extended from two to twelve weeks despite increasing
our production capacity.'
Transaction Overview
The board of directors of both Powerwave and Filtronic have approved the
acquisition. The transaction is subject to the approval of Filtronic's
shareholders, as well as customary closing conditions and certain regulatory
approvals. Under the terms of the acquisition, Powerwave will issue 20.7 million
shares of Powerwave common stock and pay $150 million in cash to Filtronic.
Powerwave and Filtronic expect the closing of the transaction to occur in the
third quarter of calendar 2006. Immediately following the close, Filtronic will
have an equity interest in Powerwave of approximately 13% on a fully-diluted
basis, assuming conversion of Powerwave's convertible subordinated notes. The
Wireless Infrastructure business's gross assets as at May 31, 2005 were
£101.1 million and in the year ended May 31, 2005, the business
generated Operating Profit of £18.1 million.
This strategic acquisition will provide Powerwave with the leading position in
transmit and receive filter products, as well as broaden Powerwave's RF
conditioning and base station solutions product portfolio in addition to adding
significant additional technology to its intellectual property portfolio.
Filtronic's Wireless Infrastructure business had a total trailing 12-month
revenue run rate for the period ending November 30, 2005 of approximately
£180.5 million, or approximately $332.1 million based on an USD/GBP
exchange rate of $1.84 on June 9, 2006. This revenue total includes sales of
the point to point radio backhaul equipment products, which are not being
included in the proposed acquisition. These products accounted for
approximately £10 million of revenues during this period.
Powerwave believes that the proposed acquisition creates additional economies of
scale for key commodity components that leverage Powerwave's existing supply
chain efficiencies. Powerwave plans to integrate Filtronic's leading transmit
and receive filter capabilities into its global base station solutions as well
as promote standardization of products and use of common design platforms.
Powerwave believes that this integration will generate additional cost savings
due to vertical integration. The Wireless Infrastructure business has world
class engineering and design locations in the UK, US and Finland. From an
operations perspective, Powerwave plans to leverage its existing world class
manufacturing expertise along with Filtronic's Wireless Infrastructure low cost
manufacturing locations in China and Hungary as well as additional manufacturing
support in the North American market. Powerwave currently estimates that it
will easily achieve in excess of $10 million in annual cost savings following
integration of the acquisition, coming from efficiencies in manufacturing,
purchasing, research and development, and general and administrative overhead.
Powerwave currently anticipates achieving these cost savings within the first
year after completion of the proposed acquisition.
The transaction is expected to be accretive without synergies to Powerwave's
earnings per share in the first full quarter following the completion of the
acquisition, excluding any acquisition related expenses. Powerwave believes
that combined revenues for calendar year 2007 will easily exceed $1.4 billion.
Powerwave also currently estimates that the proposed acquisition will be
accretive to Powerwave's fiscal year 2007 earnings per share in the range of 8
to 12 cents with synergies.
Deutsche Bank Securities acted as sole financial advisor to Powerwave and JP
Morgan Cazenove acted as sole financial advisor to Filtronic in relation to the
transaction.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities discussed herein.
Webcast
Powerwave and Filtronic will be conducting a conference call to discuss the
proposed acquisition on Monday, June 12, 2006 at 8:30 am Eastern Time (1:30 pm
London Time). A simultaneous webcast and slide presentation of the conference
call will also be provided. To participate in the conference call, please call
+001 (617) 213-8064, confirmation code 12572089. To access this audio and
visual webcast, log onto the Powerwave Investor Relations web page at
www.powerwave.com and select the Powerwave Conference Call. The call will last
for approximately one hour. A replay of the webcast will be available beginning
approximately two hours after completion of the initial webcast. Additionally,
an audio playback of the conference call will be available approximately on hour
after completion of the call and will remain available until July 19, 2006 by
calling (617) 801-6888 and entering confirmation number 99215585.
About Powerwave Technologies
Powerwave Technologies, Inc., is a global supplier of end-to-end wireless
solutions for wireless communications networks. Powerwave designs, manufactures
and markets antennas, boosters, combiners, filters, repeaters, multi-carrier RF
power amplifiers and tower-mounted amplifiers and advanced coverage solutions,
all for use in cellular, PCS and 3G networks throughout the world. Corporate
headquarters are located at 1801 E. St. Andrew Place, Santa Ana, Calif. 92705.
Telephone (714) 466-1000. For more information on Powerwave's advanced wireless
coverage and capacity solutions, please call (888)-PWR-WAVE (797-9283) or visit
our web site at www.powerwave.com. Powerwave, Powerwave Technologies and the
Powerwave logo are registered trademarks of Powerwave Technologies, Inc.
About Filtronic plc
Filtronic plc is a world leader in the design and manufacture of a broad range
of customised RF, microwave and millimeter wave components and subsystems, and
in compound semiconductor components. The company's products are used in
wireless communication infrastructure equipment, electronic defence systems,
point-to-point communication systems and mobile telephone handsets. The
company's headquarters are located at The Waterfront, Salts Mill Road, Saltaire,
Shipley, West Yorkshire BD18 3TT, United Kingdom. Telephone +44 (0) 1274 530
622.
FORWARD-LOOKING STATEMENTS
This press release contains 'forward-looking' statements including statements
regarding benefits of the proposed acquisition, integration plans, expected
synergies and cost savings, anticipated future financial and operating
performance and results, including estimates for future revenue, the time
schedule for closing the transaction, satisfaction of conditions to closing,
accretion to per share earnings and expectations for Powerwave's products. These
statements are based on Powerwave's management's current expectations. There are
a number of risks and uncertainties that could cause actual results to differ
materially. For example, the parties may be unable to obtain the necessary
approvals required for the acquisition, including regulatory approvals and
approval of Filtronic's shareholders. Problems may arise in successfully
integrating the acquired business. The acquisition may involve unexpected costs.
We may be unable to achieve cost-cutting synergies. Our businesses may suffer as
a result of uncertainty surrounding the acquisition. Other potential risks and
uncertainties include, but are not limited to: customer order cancellations or
deferrals; delays or cancellations of wireless network capacity expansions and
buildouts for 2G, 2.5G and 3G networks; we require continued success in the
design of new products and such products must be manufacturable and of good
quality and reliability; our dependence on a limited number of customers for the
majority of our revenues exposes us to potential reductions in revenue if such
customers cease purchasing products from us; our business requires continued
favorable business conditions and growth in the wireless communications market.
Powerwave also notes that its reported financial performance and
period-to-period comparisons are not necessarily indicative of the results that
may be expected in the future and Powerwave believes that such comparisons
cannot be relied upon as indicators of future performance. Powerwave also notes
that the market price of its Common Stock has exhibited high levels of
volatility and therefore may not be suitable for all investors. More detailed
information on these and additional factors which could affect Powerwave's
operating and financial results are described in Powerwave's Form 10-Q for the
quarterly period ended April 2, 2006 and its Form 10-K for the fiscal year ended
January 1, 2006, both of which are filed with the Securities and Exchange
Commission, and other risks detailed from time to time in the Company's reports
filed with the Securities and Exchange Commission. Powerwave urges all
interested parties to read these reports to gain a better understanding of the
many business and other risks that Powerwave faces. Additionally, Powerwave
undertakes no obligation to publicly release the results of any revisions to
these forward-looking statements which may be made to reflect events or
circumstances occurring after the date hereof or to reflect the occurrence of
unanticipated events.
Powerwave Contact: Kevin Michaels
(714) 466-1608
Filtronic Contacts: Professor David Rhodes, Group CEO
+44 (0) 1274 530622
Charles Hindson, Group Finance Director
+44 (0) 1274 231150
Paul McManus, Parkgreen Communications
+44 (0) 20 7786 9600
Deutsche Bank AG London (Deutsche Bank), which is authorised by Bundesanstalt
fur Finanzdienstleistungsaufsicht (BaFin) and by the Financial Services
Authority; regulated by the Financial Services Authority for the conduct of UK
business, is acting exclusively for Powerwave Technologies, Inc and no-one else
in connection with the acquisition and will not be responsible to anyone other
than Powerwave Technologies, Inc for providing the protections afforded to
clients of Deutsche Bank nor for providing advice in relation to the to the
contents of this document or the acquisition.
JPMorgan Cazenove Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Filtronic
plc. JPMorgan Cazenove Limited is not acting for any other person in relation
to the disposal and JPMorgan Cazenove Limited will not be responsible to any
person other than Filtronic plc for providing the protections afforded to
clients of JPMorgan Cazenove Limited or for providing advice in relation to the
contents of this document or the disposal.
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