AirNet Communications Announces Interim Financing Commitment of $6M.Business Editors MELBOURNE, Fla.--(BUSINESS WIRE)--Jan. 27, 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 received an interim 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 commitment of $6M. The interim financing Interim financing A short-term loan made to a company on the condition that a takeout will follow with long-term or intermediate financing. interim financing The financing that supports a transaction until permanent financing can be arranged. is being provided by TECORE Wireless Systems, an existing customer, 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, an existing investor. The Company also announced that this debt is secured and is expected to be replaced by long term financing. The debt will accrue interest at the annual rate of prime plus two percent. "For the last few months, we have focused our efforts on evaluating all of our strategic financial options in an effort to obtain funding of our business plan. We have narrowed those available options and are currently negotiating a larger long term financing transaction with TECORE and SCP," said Glenn Ehley, President & CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of AirNet. "Our ultimate goal is to make this Company profitable while supplying GSM operators with world class wireless solutions such as our adaptive array Super Capacity(TM) base station." "As AirNet's largest customer, today we demonstrate TECORE's commitment to AirNet's long-term success and to their technology as an attractive solution for GSM network operators around the world," said Jay Salkini, President & CEO of TECORE. "We hope to further strengthen our alliance in the very near future." "As a long time investor in AirNet, we are pleased with the debt facility concluded today and look forward to working on the larger debt facility in the near future," said James W. Brown James W. Brown (July 14, 1844–October 23, 1909) was a Republican member of the U.S. House of Representatives from Pennsylvania. James W. Brown (son-in-law of Thomas Marshall Howe) was born in Pittsburgh, Pennsylvania. , Chairman of AirNet Communications and a Partner with SCP Private Equity Partners. In conjunction with this bridge financing Bridge Financing A method of financing, used by companies before their IPO, to obtain necessary cash for the maintenance of operations. Notes: These funds are usually supplied by the investment bank underwriting the new issue. , AirNet also announced that it was implementing a corporate restructuring with a goal of saving the Company approximately $2.5M in operational expense in fiscal year 2003. Approximately 12% of the Company's employees and contractors will be affected by the restructuring. The debt securities described herein will not be registered under the Securities Act of 1933, and will not be available for sale absent registration or an exemption from registration under that act. About TECORE TECORE Wireless Systems was formed with a singular focus and mission to serve wireless service providers in rural and emerging markets across the world. The company mission is to deliver software based solutions that allow these operators to adopt newer technologies while still supporting their existing subscriber base. The company's AirCore(R) system supports the Mobile Switching Center (MSC (1) (MSC.Software Corporation, Santa Ana, CA, www.mscsoftware.com) Founded in 1963 by Richard H. MacNeal and Robert G. Schwendler, MSC is the world's largest provider of mechanical computer aided engineering (MCAE) strategies, simulation software and services. ), Home Location Register (HLR (Home Location Register) A database in a cellular system that contains all the subscribers within the provider's home service area. When a subscriber reaches a new service area, the data in the HLR is requested and transferred via SS7 to the VLR (Visitor Location ), Visitor Location Register Visitor Location Register (VLR) is a database - part of the GSM mobile phone system - which stores information about all the mobiles that are currently under the jurisdiction of the MSC (Mobile Switching Center) which it serves. (VLR (Visitor Location Register) A database in a cellular system that contains all the subscribers who are currently visiting within this service area. See HLR. ), Authentication Center (AuC) functionality and incorporates prepaid services and gateway tandeming capabilities in a single yet extremely compact unit. The AirCore system is also the only MSC switching solution for smaller markets to simultaneously support GSM, 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. , 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). and GPRS/IP, as well as cross-roaming between GSM and ANSI-41 networks. With over twenty-five systems 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, Columbia, Maryland, 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, wireless communications, 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 further 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 the company may be unable to finalize a definitive agreement with TECORE or SCP; that our stockholders may not approve of any contemplated future transaction; that currently contemplated investment options 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 interim financing, that the company may not consummate currently contemplated investment option prior to maturity of the debt resulting in a default, that the company may not be able to retain key employees after the restructuring, that the targeted savings from the restructuring may not be fully realized this year, that the company may not be able to continue to operate as a going concern prior to the execution of a definitive investment agreement or consummation of a transaction. These and other risks are discussed in Company filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2001 and subsequent quarterly reports on form 10Q. 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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