interWAVE Amend Amalgamation Agreement
InterWAVE shareholders will be asked to approve revised terms
Mountain View, Calif and Tel–Aviv, Israel, October 16, 2004 – Alvarion
Ltd. (NASDAQ:ALVR) and interWAVE® Communications International, Ltd.
(NASDAQ: IWAV) today announced that they have amended the Amalgamation
Agreement between the two companies and InterWAVE shareholders will be
asked to approve revised terms. The amended agreement calls for
Alvarion to provide additional interim financing and to acquire
InterWAVE for $4.18 per share in cash, for total consideration of
approximately $40.5 million.
InterWAVE will be sending revised proxy material to shareholders for
an InterWAVE shareholder meeting expected to be held in 6-8 weeks. The
amended agreement also calls for the dismissal of the lawsuit recently
filed by InterWAVE against Alvarion.
"There are numerous strategic advantages to this combination for both
companies," said Erwin Leichtle, CEO of InterWAVE. "We hope to
distribute revised proxy material and hold a shareholder meeting as
soon as possible to approve the revised terms."
Zvi Slonimsky, CEO of Alvarion said, "We continue to believe the
market opportunity is very attractive with excellent growth potential.
Alvarion anticipated reduced cash generation by InterWAVE, increased
cash outlay by Alvarion and therefore reduced the consideration paid
in the transaction. We will move aggressively to integrate the
operations, applying our experience and strong management capabilities
immediately after closing. We believe that the deal will turn
accretive sometime during the third quarter of 2005."
NOTE: Alvarion will
host a conference call to answer questions from investors at 7:15 am
EDT on on October 18, 2004. Members of the investment community may
join the call by dialing (612) 332-0632 in the USA and +1-612-332-0632
The public also is invited to listen to the live webcast of the
conference call. For details please visit www.alvarion.com. An archive
of the on-line broadcast will be available on the website.
A replay of the call will be available from 10:45 a.m. EDT on October
18, 2004 through 11:59 p.m. EDT on October 25, 2004. To access the
replay, please call USA: (320) 365-3844; International:
+1-320-365-3844. To access the replay, users will need to enter the
following code: 751475.
With more than 2 million units deployed in 130 countries, Alvarion is
the worldwide leader in wireless broadband providing systems to
carriers, ISPs and private network operators. Leading the WiMAX
revolution, Alvarion has the most extensive deployments and proven
product portfolio in the industry covering the full range of frequency
bands. Alvarion’s products enable the delivery of business and
residential broadband access, corporate VPNs, toll quality telephony,
mobile base station feeding, Hotspot coverage extension, community
interconnection, and public safety communications. Alvarion works with
several top OEM providers and over 200 local partners to support its
diverse global customer base in solving their last-mile challenges.
As a wireless broadband pioneer, Alvarion has been driving and
delivering innovations for over 10 years from core technology
developments to creating and promoting industry standards. Leveraging
its key roles in the IEEE and HiperMAN standards committees and
experience deploying OFDM-based systems, the company's prominent work
in the WiMAX ForumTM is focused on increasing widespread adoption of
standards-based products in the wireless broadband market. For more
information, visit www.alvarion.com
InterWAVE Communications International, Ltd. (NASDAQ: IWAV) is a
global provider of compact network solutions and services that offer
the most innovative, cost effective and scaleable network
architectures allowing operators to "reach the unreached." Interwave’s
solutions provide economical, distributed networks that minimize
capital expenditure while accelerating customers' revenue generation.
These solutions feature a product suite for the rapid and simple
deployment of end-to-end compact cellular systems and broadband
wireless data networks. Interwave’s highly portable mobile, cellular
networks and broadband wireless solutions provide vital and reliable
wireless communications capabilities for customers in over 50
countries. For more information, visit www.iwv.com