Wave Wireless and WaveRider Announce the Execution of a Merger Agreement.SAN JOSE San Jose, city, United States San Jose (sănəzā`, săn hōzā`), city (1990 pop. 782,248), seat of Santa Clara co., W central Calif.; founded 1777, inc. 1850. , Calif. & TORONTO -- Combined Company to Deliver Expanded Suite of 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 Solutions Focused on Fast-Growing Markets Wave Wireless Corporation (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :WVWC WVWC West Virginia Wesleyan College (Buckhannon West Virginia) ) and WaveRider Communications (OTCBB:WAVR) today announced the execution of a definitive agreement to merge WaveRider with a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Wave Wireless. The proposed combination creates a new company offering a broad suite of wireless broadband solutions, a strong global distribution network, and a lower cost structure to position the company for long-term growth and profitability. The merger unites Wave Wireless' SPEEDLAN(TM) family of 2.4GHz, 4.9GHz and 5.8GHz mesh networking Mesh networking is a way to route data, voice and instructions between nodes. It allows for continuous connections and reconfiguration around broken or blocked paths by “hopping” from node to node until the destination is reached. products and WaveRider's Last Mile Solution(R) non-line-of-sight, fixed and mobile wireless 900MHz (MegaHertZ) One million cycles per second. It is used to measure the transmission speed of electronic devices, including channels, buses and the computer's internal clock. A one-megahertz clock (1 MHz) means some number of bits (16, 32, 64, etc. products. The new company's offerings will be marketed to a wide range of public and private sector companies in the rapidly growing communications, public safety, security and surveillance markets. The transaction, which was initially announced November 17 following the signing of a letter of intent to merge, is expected to close prior to the end of the first quarter in 2006. "We believe the merger of WaveRider and Wave Wireless will benefit customers, shareholders and employees of both companies in the short- and long-term by bringing together complementary products, core competencies and talents," said Charles W. Brown, Chief Executive Officer of WaveRider Communications. "The new company's expanded suite of products includes fixed wireless, mesh and mobile wireless products for multiple applications serving the WISP, telecommunications, government, Homeland Security Noun 1. Homeland Security - the federal department that administers all matters relating to homeland security Department of Homeland Security executive department - a federal department in the executive branch of the government of the United States , and safety and surveillance markets." Wave Wireless Acting 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. Dan Rumsey said: "The merger of Wave Wireless and WaveRider will create a new company recognized for its engineering excellence, innovative technology and global distribution capabilities. I expect the current collaboration between the sales teams of Wave Wireless and WaveRider to very quickly produce benefits as both companies cross-sell their products to existing clients and prospective customers. Additional synergies and substantial cost savings are expected as the companies fully integrate their operations in the U.S. and Canada. It is anticipated that the combined company will have a substantially strengthened competitive position in the marketplace, setting the company on the course toward sustained, long-term growth and profitability." Under terms of the agreement, WaveRider's security holders will exchange their ownership interest in WaveRider for Wave Wireless common stock and convertible securities with each company's security holders owning approximately 50% of the combined company, on a fully diluted, as converted basis. Charles W. Brown and T. Scott Worthington, WaveRider's Chief Executive Officer and Chief Financial Officer, will assume their respective positions in the combined company. The board of directors of the combined company will include three directors from Wave Wireless and four directors from WaveRider. The closing of the transaction is subject to certain conditions, including necessary regulatory, board and shareholder approvals. About WaveRider Communications Inc. WaveRider Communications Inc. (www.waverider.com) is a leader in broadband wireless deployments and technologies. WaveRider's Last Mile Solution(R) non-line-of-sight 900 MHz and 5.8 GHz networks enable communications providers to establish full-saturation coverage networks, deliver advanced communications services, and generate a rapid return on their investment. WaveRider is committed to the development of standards-based wireless technologies that support advanced applications and address the needs of the North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. and International markets. WaveRider is traded on the OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. , under the symbol WAVR. About Wave Wireless Corporation Wave Wireless develops, manufactures, and markets highly secure and reliable wireless mesh routers to the telecommunications market worldwide. The Company's wireless mesh routers are designed to combine high performance, multiple operating frequencies and hardware AES encryption to provide networking professionals with the most flexible, scalable and robust mesh routers for integrated network requirements of Internet access and private networks including security and surveillance requirements. Cellular and personal communications service 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 This press release includes forward-looking statements within the meaning of 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, including statements related to anticipated revenues, expenses, earnings, operating cash flows Operating cash flow Earnings before depreciation minus taxes. Measures the cash generated from operations, not counting capital spending or working capital requirements. , the outlook for Wave Wireless' or WaveRider's markets and the demand for their products. Factors that could cause Wave Wireless' or WaveRider's actual results to differ materially from these forward-looking statements include the ability to achieve positive cash flow; their deteriorating cash position and their need to raise additional capital, and whether that capital is available on acceptable terms, if at all; the continued intense competition resulting in lower average selling prices; fluctuations in customer demand; reliance upon subcontractors; the timing of new technology and product introductions; and the risk of early obsolescence ob·so·les·cent adj. 1. Being in the process of passing out of use or usefulness; becoming obsolete. 2. Biology Gradually disappearing; imperfectly or only slightly developed. ; and Wave Wireless' dependence on the sale of refurbished licensed radio products. Please refer to our reports and filings with the Securities and Exchange Commission, including our reports 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. , 10-KSB, 10-Q, 10-QSB and 8-K, for a further discussion of these risks and uncertainties. We also caution you there can be no assurance that the merger will be consummated or, if consummated, that it will be consummated on the terms set forth in the letter of intent. Also, do not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events. Participants in Solicitation Wave Wireless, WaveRider, and their respective directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from WaveRider shareholders with respect to the proposed transaction. Information about Wave Wireless' directors and executive officers is available in Wave Wireless' 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. for its 2005 annual meeting of shareholders, dated July 13, 2005. Information about WaveRider's directors and executive officers is available in WaveRider's annual report on Form 10-KSB for the year ended December 31, 2004. Additional information about the interests of potential participants will be included in the registration statement and proxy statement and other materials filed with the SEC. Additional Information Wave Wireless intends to file a registration statement, including a proxy statement of WaveRider, and other materials with the Securities and Exchange Commission ("SEC") in connection with the proposed transaction. We urge investors to read these documents when they become available because they will contain important information. Investors will be able to obtain free copies of the registration statement and proxy statement, as well as other filed documents containing information about Wave Wireless and WaveRider, at www.sec.gov, the SEC's website. Investors may also obtain free copies of these documents at www.wavewireless.com/about/investors.html. Free copies of WaveRider's filings are available at www.waverider.com. Wave Wireless Corporation (OTC Bulletin Board:WVWC) WaveRider Communications Inc. (OTC Bulletin Board:WAVR) |
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