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YDI Wireless and Phazar Move Forward with Merger.


FALLS CHURCH Falls Church, independent city (1990 pop. 9,578), NE Va., a residential suburb of Washington, D.C.; inc. as a town 1875, as a city 1948. There is diverse light manufacturing, including telecommunications equipment. , Va. & MINERAL WELLS, Texas Mineral Wells is a city in Palo Pinto County, Texas and a portion of Parker County, Texas. The population was 16,946 at the 2000 census. The city is named for mineral springs in the area, which were highly popular in the early 1900s.  -- YDI YDI Youth Development Initiative
YDI Youth Development International
 Wireless, Inc. (Nasdaq:YDIW) and Phazar Corp (Nasdaq:ANTP ANTP Asociacion Nacional de Transporte Privado (México) ) today provided a status report on their contemplated merger.

Effective September 30, 2004, YDI and Phazar amended the merger agreement in a technical manner. For tax purposes, the merger was restructured to be a forward triangular merger Forward Triangular Merger

A type of merger that occurs when the subsidiary of the acquiring corporation merges with the target firm.

Notes:
In a forward triangular merger, the subsidiary's equity merges with the target firm's stock.
 with Phazar merging into the YDI merger subsidiary instead of a reverse triangular merger Reverse Triangular Merger

When the subsidiary of the acquiring corporation merges with the target firm. In this case, the subsidiary's equity merges with the target firm's stock.
 with the YDI merger subsidiary merging into Phazar. Phazar will still end up as a wholly-owned subsidiary of YDI, and Phazar stockholders will still receive 1.2 shares of YDI common stock for each share of Phazar common stock they own.

Also, Phazar has received a second opinion as to the fairness, from a financial point of view, of the contemplated merger to the Phazar stockholders. The receipt of this second fairness opinion Fairness Opinion

A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition.

Notes:
A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition.
 had been a condition to Phazar completing the transaction.

As a result, YDI and Phazar are moving forward with the process to complete the merger and hope to have the merger completed by November 30, 2004.

About YDI Wireless/Terabeam Wireless

Terabeam Wireless is the business name of YDI Wireless, Inc. Terabeam Wireless is a world leader in providing extended range, license-free wireless data equipment and is a leading designer of turnkey long distance wireless systems ranging from 9600 bps to 1.44 Gbps for applications such as wireless Internet, wireless video, wireless LANs A local area network that transmits over the air typically in the 2.4 GHz or 5 GHz unlicensed frequency band. It does not require line of sight between sender and receiver. Wireless base stations (access points) are wired to an Ethernet network and transmit a radio frequency over an area , wireless WANs, wireless MANs, and wireless virtual private networks. Additional information about Terabeam Wireless as well as its complete product line can be found at the company's website located at http://www.terabeam.com or by contacting the company by telephone at 413-665-8551 or by email at IR@terabeam.com.

About Phazar Corp.

Phazar Corp. is a holding company with Antenna Products Corporation, Tumche Corp. (fka Phazar Aerocorp, Inc.), Phazar Antenna Corp., and Thirco, Inc. as its subsidiaries. Through its primary operating subsidiaries An operating subsidiary is a business term frequently used within the United States railroad industry. In the case of a railroad, it refers to a company that is a subsidiary but operates with its own identity and rolling stock.  Antenna Products Corporation and Phazar Antenna Corp., Phazar designs, manufactures, and markets a wide range of standard and custom antennas and related products such as towers, support structures, masts, and communications accessories for governmental and commercial customers. Additional information about Phazar as well as its product line can be found at the company's websites located at http://www.phazar.com and at http://www.antennaproducts.com or by contacting the company by telephone at 940-325-3301 or by email at kindle A portable e-book device from Amazon.com that provides wireless connectivity to Amazon for e-book downloads as well as Wikipedia and search engines. Using Sprint's EV-DO cellphone network, dubbed WhisperNet, wireless access is free. It also includes a built-in dictionary. @antennaproducts.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

Statements in this press release that are not statements of historical facts, including statements regarding the contemplated acquisition of Phazar by YDI and the combined company's business outlook or expected products, capabilities, performance, or developments, 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.
 that involve risks, uncertainties, and assumptions. There can be no assurance that the acquisition described in this press release or any other combination transaction between YDI and Phazar will be consummated. The actual results of YDI, Phazar, or the combined company following an acquisition may differ materially from the results anticipated in these forward-looking statements. The forward-looking statements involve risks and uncertainties that could contribute to such differences including those relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the companies' ability and desire to satisfy the conditions to closing the transaction set forth in the definitive transaction documentation (including, without limitation, the need to obtain regulatory approvals and the approval of Phazar's stockholders); the substantial time and costs each company will be expending and incurring relating to a contemplated transaction; the ability and time required to obtain any necessary regulatory approvals and clearances, including federal and state securities registrations, qualifications, approvals, clearances, and/or exemptions, needed to consummate a transaction; the ability of the companies to integrate in a cost-effective, timely manner without material loss of employees or customers; the risk that the expected synergies and other benefits of the transaction will not be realized at all or to the extent expected; the risk that cost savings from the transaction may not be fully realized or may take longer to realize than expected; reactions, either positive or negative, of investors, competitors, customers, suppliers, employees, and others to the transaction; the time and costs required to complete the contemplated transaction and then integrate the companies; management and board interest in and distraction due to the contemplated transaction and integrating the companies; the uncertain impact on the trading market, volume, and price of each company's stock; the downturn and ongoing uncertainty in the telecommunications industry and larger economy; the intense competition in the companies' industries and resulting impacts on their pricing, gross margins, and general financial performance; difficulties in predicting the combined company's future financial performance; and risks arising from and relating to YDI's recent acquisitions of Terabeam Corporation, Ricochet A wireless Internet service from Ricochet Networks, Inc., Denver, CO (www.ricochet.net). Originally developed by Los Gatos, CA-based Metricom, Inc., Ricochet was the first high-speed, wireless Internet service for commuters.  Networks, Inc., and KarlNet, Inc. and the companies' ability to achieve the contemplated benefits of those transactions. Further information on these and other factors that could affect the actual results of YDI, Phazar, or the combined company is included in filings made by YDI and Phazar from time to time with the Securities and Exchange Commission and in the companies' other public statements.

Where You Can Find Additional Information

YDI expects to file with the Securities and Exchange Commission a registration statement on Form S-4 relating to the contemplated acquisition of Phazar, which is expected to include a proxy statement/prospectus of YDI and Phazar. YDI and Phazar urge their stockholders to read both the registration statement and the proxy statement/prospectus carefully when they become available because those documents will contain important information about YDI, Phazar, the acquisition, the persons soliciting the proxies relating to the acquisition, their interests in the transaction, and related matters. Investors and security holders will be able to obtain free copies of these documents through the SEC's website at http://www.sec.gov and from the each of the companies' Investor Relations Investor relations

The process by which the corporation communicates with its investors.
 departments.

YDI and its executive officers and directors and Phazar and its executive officers and directors may be deemed to be participants in the solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of proxies from the stockholders of Phazar with respect to the transactions contemplated by this press release. Information regarding YDI's officers and directors is included in YDI's 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.
, dated August 17, 2004, filed with the SEC on August 17, 2004, which is available free of charge at the SEC's website. Information regarding Phazar's officers and directors is included in Phazar's Form 10-KSB, dated July 30, 2004, filed with the SEC on August 6, 2004, which is available free of charge at the SEC's website. These two documents are available free of charge from each of the companies' Investor Relations departments.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Oct 4, 2004
Words:1086
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