AirNet Communications Announces $16M Senior Debt Financing.Business Editors/High-Tech Writers MELBOURNE, Fla.--(BUSINESS WIRE)--June 9, 2003 AirNet Communications Corporation (Nasdaq:ANCC ANCC American Nurses Credentialing Center ANCC Association Nationale des Cardiaques Congénitaux ANCC Army-Navy Country Club (Arlington, VA) ANCC Area Nine Cable Council (state mandated government body in UK) ) today announced that it has signed an investment agreement for $16M in senior secured convertible notes with voting rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. . The debt financing Debt Financing When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay is being provided by TECORE Wireless Systems, AirNet's largest customer and an existing supplier, and SCP (1) (Service Control Point) A node in an SS7 telephone network that provides an interface to databases, which may reside within the SCP computer or in other computers. Private Equity Partners, AirNet's largest existing investor. The notes will be advanced in installments and will accrue interest at the rate of twelve percent. The debt will mature 4 years after the consummation of the transaction. AirNet anticipates closing on the transaction in July. Closing of the transaction will be subject to the approval of AirNet's shareholders. Shareholders are urged to read the proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. , which will be filed with the Securities and Exchange Commission and mailed to shareholders in connection with the transaction. The proxy statement will contain important information about the terms of the financing. AirNet will use the proceeds from the investment, after payment of transaction expenses and repayment of its bridge loan from TECORE and SCP, to fund operations. AirNet also announced that the stockholders of existing Series B preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. will be converted into common stock at the closing of the financing. The debt securities described herein will not be registered under the Securities Act of 1933, and will be offered and sold under an exemption from the registration provisions of that act. The notes will not be available for resale absent registration or an exemption from registration under that act. About TECORE TECORE Wireless Systems supplies turn-key wireless mobility networks for regional and country-wide deployments and solutions for migrating existing networks to advanced digital wireless technologies while expanding coverage and capacity. The company's turn-key solutions include its AirCore(R) Mobile Switching System at the core of the network in conjunction with GSM/GPRS, CDMA (Code Division Multiple Access) A method for transmitting simultaneous signals over a shared portion of the spectrum. The foremost application of CDMA is the digital cellular phone technology from QUALCOMM that operates in the 800 MHz band and 1.9 GHz PCS band. and TDMA (Time Division Multiple Access) A satellite and cellular phone technology that interleaves multiple digital signals onto a single high-speed channel. For cellular, TDMA triples the capacity of the original analog method (FDMA). base station solutions to deliver fully-integrated feature-rich services. With over twenty-five network deployments worldwide, TECORE has also achieved certification to the prestigious ISO (1) See ISO speed. (2) (International Organization for Standardization, Geneva, Switzerland, www.iso.ch) An organization that sets international standards, founded in 1946. The U.S. member body is ANSI. 9001:2000 Quality Standard. Named one of the "20 Firms for the Next Generation," TECORE is a global leader in converging wireless and IP networks and wireless enterprise systems solutions. For more information, please visit the TECORE website at http://www.tecore.com. About SCP Private Equity Partners SCP Private Equity Partners ("SCP") is a private equity firm focused on later stage companies in high growth industries, with an emphasis on technology. SCP generally invests in companies with commercially proven technologies that need capital to implement and market their business concepts. SCP targets the information technology, Internet infrastructure, financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. , wireless communications wireless communications System using radio-frequency, infrared, microwave, or other types of electromagnetic or acoustic waves in place of wires, cables, or fibre optics to transmit signals or data. , life sciences, security and education sectors. SCP supports its investment portfolio with a rich base of strategic, operating and financial expertise and an extensive networking capacity to access capital, recruit management and facilitate favorable strategic alliances. About AirNet AirNet Communications Corporation is a leader in wireless base stations and other telecommunications equipment that allow service operators to cost effectively and simultaneously offer high-speed data and voice services to mobile subscribers. AirNet's patented broadband, software-defined AdaptaCell(R) base station solution provides a high capacity base station with a software upgrade path to high speed data. The Company's Digital AirSite(R) Backhaul Free(TM) base station carries wireless voice and data signals back to the wireline network, eliminating the need for a physical backhaul link, thus reducing operating costs. AirNet has 69 patents issued or pending. More information about AirNet may be obtained by calling 321/984-1990, or by visiting the AirNet Web site at http://www.airnetcom.com. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement Under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 The statements contained in this press release that are not historical information are forward-looking statements that relate to future events or our future financial performance, including statements regarding our expectations, beliefs, plans, estimates, intentions or strategies for the future. Forward looking statements include statements regarding the negotiation or conclusion of a financing transaction, the financial effects of a corporate restructuring, the transition and evolution to next generation products, and other statements relating to the company's outlook. All forward-looking statements included in this release are based upon information available to AirNet Communications Corporation as of the date hereof and the Company assumes no obligation to update any such forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause our actual results to differ materially from those projected. Potential risks and uncertainties include, but are not limited to, risks or uncertainties that our stockholders may not approve of any contemplated financing; that currently the sale of the securities contemplated by the financing may be highly dilutive to existing common stock holders; that the lenders may foreclose fore·close v. fore·closed, fore·clos·ing, fore·clos·es v.tr. 1. a. To deprive (a mortgagor) of the right to redeem mortgaged property, as when payments have not been made. b. on all assets of the company (including all intellectual property rights) in the event of a default under the security agreement associated with the debt financing, that there can be no assurances that this investment agreement will close in July, if at all, that the company may not be able to retain key employees, that the company may need additional investment capital in the future, and that the company may not be able to continue to operate as a going concern prior to or after the consummation of the transaction. These and other risks are discussed in Company filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2002, as amended. AirNet(R), AdaptaCell(R) and AirSite(R) are registered trademarks with the U.S. Patent and Trademark Office. The stylized styl·ize tr.v. styl·ized, styl·iz·ing, styl·iz·es 1. To restrict or make conform to a particular style. 2. To represent conventionally; conventionalize. AirNet mark, Super Capacity(TM), Backhaul Free(TM), and We're Ready for Anything(TM) are trademarks of AirNet Communications Corporation. Other names are registered trademarks or trademarks of their respective companies or organizations. |
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