California Microwave Agrees to Sell MN Division; Share Buyback Continues.SUNNYVALE, Calif.--(BUSINESS WIRE)--March 2, 1998--California Microwave, Inc. (NASDAQ/NMS:CMIC CMIC CPU Management Interface Controller CMIC Caucasus Media Investigations Center (Baku, Azerbaijan) CMIC Combined Military Interrogation Center (Vietnam) CMIC Configuration Management Information Center ) announced today that it has entered into an agreement with Tadiran Ltd. to sell its Microwave Networks (MN) division for $35 million in cash. On Feb. 12, 1998, California Microwave announced that it had completed the sale of its STS (Synchronous Transport Signal) The electrical equivalent of the SONET optical signal. In SDH, the European counterpart of SONET, STS is known as STM (Synchronous Transport Module). division for $27 million in cash. At June 30, 1997, the company provided $8.4 million, after tax, for loss on disposal of these to-be-discontinued businesses. Based upon the current expected proceeds from the divestiture The breakup of AT&T. By federal court order, AT&T divested itself on January 1, 1984 of its 23 operating companies, which became known as the Regional Bell Operating Companies (RBOCs). of these businesses, and upon the losses incurred and to be incurred by the businesses prior to divestiture, the company estimates that an additional provision in the range of $12 to $12.5 million, after tax, or $.73 to $.76 per share, will be provided for loss on disposal of discontinued dis·con·tin·ue v. dis·con·tin·ued, dis·con·tin·u·ing, dis·con·tin·ues v.tr. 1. To stop doing or providing (something); end or abandon: businesses in the quarter ending March 31, 1998. Final accounting for these divestitures is subject to completion of the divestiture process. The closing of the MN transaction is subject to certain conditions, including the obtaining of any required regulatory approvals. Divesting Non-Strategic Assets, Focusing on Growth "We plan to kick off our new strategic plan on May 1. The disposition of this non-strategic asset keeps us right on schedule. With the sale of MN and STS behind us, California Microwave is focused fully on accelerating our growth prospects over the next three to five years," commented Frederick D. Lawrence, California Microwave's chairman and chief executive officer. "We see four growth drivers for us: a focus on wireless broadband High-speed wireless transmission of data. What is "high" speed is always a changing number. Wireless systems are typically slower than land-based, wireline networks. In the past, wireless broadband started at 250 Kbps, whereas land-based broadband was generally considered to start at T1 , including both satellite and terrestrial; evolution of our current product lines; significant global expansion; and operational excellence." The company expects to obtain approval of its new strategic plan from its board of directors in April. Proceeds to Help Fund Share Buyback Buyback The buying back of outstanding shares (repurchase) by a company in order to reduce the number of shares on the market. Companies will buyback shares either to increase the value of shares still available (reducing supply), or to eliminate any threats by shareholders who may Program On Feb. 12, 1998, California Microwave also announced that its board of directors had authorized au·thor·ize tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es 1. To grant authority or power to. 2. To give permission for; sanction: the company to purchase, on the open market, up to three million shares of its stock, or approximately 18% of total shares outstanding, over the next six to twelve months. Initial purchases of stock commenced Feb. 13, and it is expected that the buyback program will be further funded by proceeds from the divestiture of the MN division and available cash flows generated during the period. Purchase of the total three million shares is contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent continued favorable fa·vor·a·ble adj. 1. Advantageous; helpful: favorable winds. 2. Encouraging; propitious: a favorable diagnosis. 3. market conditions and available cash flows. California Microwave believes that a buyback is an attractive use of its divestiture proceeds and that its balance sheet and cash flows can finance investments contemplated in its strategic plan. Statements made in this press release that are not historical facts, including any statements about expectations for fiscal year 1998 and beyond are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. , involving certain risks and uncertainties. Factors that could cause the company's actual results to differ materially from management's projections, estimates and expectations include, but are not limited to, delays in the receipt of orders or in the shipment of products, any delay in execution of the company's divestiture plan, and other factors referred to in the company's Securities and Exchange Commission filings. California Microwave, Inc. (http://www.calmike.com) is a leading U.S. supplier of satellite earth station and microwave radio infrastructure products and information and collection systems. CONTACT: California Microwave Stephanie M. Day, 408/743-3429 sday@califmicro.com or Investor Information Line 888/225-6789 (toll free) http://www.calmike.com or William Dunk Partners, Inc. Deborah Passik, 919/929-4100 |
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