Wireless Telecom Group, Inc. (NYSE American: WTT) (the
“Company”) today announced that it entered into a definitive
agreement to sell its Microlab LLC radio frequency components
business to RF Industries, Inc. (NASDAQ: RFIL) for an aggregate
cash consideration of $24.25 million. The transaction, which was
unanimously approved by the board of directors of both companies,
is subject to various terms and conditions, including approval by
Wireless Telecom Group’s shareholders. The Company will file a
proxy statement regarding the proposed transaction with the
Security and Exchange Commission (the “SEC”) as described below.
“Today’s announcement accelerates Wireless
Telecom Group’s transformation into a leading test and measurement,
and specialized 5G software service solutions provider. After the
transaction is completed, we will be debt free and have
approximately $17.0 million in cash and cash equivalents,” said Tim
Whelan, CEO of Wireless Telecom Group, Inc. “We believe the
benefits of a strengthened balance sheet and streamlined business
model will drive improvements to our strategy for long-term
profitable growth as we focus on our other higher-growth,
higher-margin businesses.”
Mr. Whelan continued: “We are guided by driving
shareholder value and we have transformed our business, increasing
the size of our total addressable market, adding new higher value
software solutions, and expanding our portfolio of new cutting-edge
products. As a result, consolidated gross margins have increased
significantly and we are expecting to benefit from larger market
growth opportunities in 5G private networks, small cell
deployments, and highly demanding test and measurement
solutions.”
“Following the sale, our strategy will continue
to focus on our specialized software and test and measurement
solutions to address customer’s unique pain points developing their
differentiated solutions in the semiconductor, satellite, aerospace
and defense sectors. I am excited by the direction we are heading,
and Wireless Telecom Group will continue to evaluate all
opportunities to create significant value for our shareholders,”
continued Mr. Whelan.
At the completion of the transaction, Wireless
Telecom Group will be comprised of Boonton, Holzworth and Noisecom
brands within its test and measurement product group, and the
CommAgility brand within its radio, baseband, and software product
group. The transaction will allow Wireless Telecom Group to prepare
for the next stage of transformation with a stronger concentration
of revenues and the ability to focus its investments on long-term
and high-growth opportunities, including satellite communications,
5G small cell and private network deployments, and growth in
applications related to semiconductor testing, military and defense
spending and quantum computing.
Craig-Hallum Capital Group LLC is serving as
exclusive financial advisors to Wireless Telecom Group and Bryan
Cave Leighton Paisner LLP is acting as legal advisor.
B. Riley Securities is serving as the financial
advisor to RF Industries and DLA Piper is acting as legal
advisor.
About Wireless Telecom Group, Inc.
Wireless Telecom Group, Inc.,
comprised of Boonton, CommAgility, Holzworth, Microlab and
Noisecom, is a global designer and manufacturer of advanced RF and
microwave components, modules, systems, and instruments. Serving
the wireless, telecommunication, satellite, military, aerospace,
semiconductor and medical industries, Wireless Telecom Group
products enable innovation across a wide range of traditional and
emerging wireless technologies. With a unique set of
high-performance products including peak power meters, signal
generators, phase noise analyzers, signal processing modules, LTE
PHY/stack software, power splitters and combiners, GPS repeaters,
public safety components, noise sources, and programmable noise
generators, Wireless Telecom Group enables the development,
testing, and deployment of wireless technologies around the globe.
Wireless Telecom Group is headquartered in Parsippany, New Jersey,
in the New York City metropolitan area, and maintains a global
network of Sales and Service offices for excellent product service
and support. Wireless Telecom Group’s website address is
http://www.wirelesstelecomgroup.com.
About RF Industries,
Inc.
RF Industries designs and manufactures a broad
range of interconnect products across diversified, growing markets,
including wireless/wireline telecom, data communications and
industrial. The Company's products include RF
connectors, coaxial cables, data cables, wire
harnesses, fiber optic cables, custom
cabling, energy-efficient cooling
systems and integrated small cell enclosures. The Company
is headquartered in San Diego, California with additional
operations in Long Island, New York, Vista, California, Milford,
Connecticut and North Kingstown, Rhode Island. Please visit the RF
Industries website at www.rfindustries.com.
Important Information for Investors and
Shareholders
This press release may be deemed solicitation
material in respect of the proposed sale by the Company of its
subsidiary Microlab LLC. In connection with the proposed
transaction, the Company will file relevant materials with the SEC,
including a definitive proxy statement that will be mailed to
shareholders of the Company. INVESTORS AND SHAREHOLDERS OF THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and shareholders will be able to obtain free
copies of the proxy statement (when available) and other documents
filed with the SEC by the Company through the website maintained by
the SEC at www.sec.gov. In addition, the proxy statement and our
annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to those reports filed
or furnished pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 are available free of charge through our
website at www.wirelesstelecomgroup.com as soon as reasonably
practicable after they are electronically filed with, or furnished
to, the SEC.
Certain Information Regarding Participants
The Company and its directors and executive
officers may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information
about the directors and executive officers of the Company is set
forth in its Annual Report on Form 10-K for the year ended December
31, 2020, which was filed with the SEC on March 19, 2021 and its
proxy statement for its 2021 annual meeting of shareholders, which
was filed with the SEC on April 22, 2021. Other information
regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement and
other relevant materials to be filed with the SEC regarding the
proposed transaction when they become available. You may obtain
these documents (when they become available) free of charge through
the website maintained by the SEC at www.sec.gov.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. In some cases, such forward-looking statements
may be identified by terms such as believe, expect, seek, may,
will, intend, project, anticipate, plan, estimate, guidance, or
similar words. Forward-looking statements include, among others,
that after the transaction is completed we will be debt free and
have cash and cash equivalents of $17.0 million, our belief that
the benefits of a strengthened balance sheet and streamlined
business model will drive significant value, our expectation to
benefit from significant market growth opportunities and our
current strategy for long-term growth. Investors are cautioned that
such forward-looking statements are not guarantees of future
performance and involve a number of risks and uncertainties that
could materially affect actual results, including but not limited
to, , the ability of our management to successfully implement our
business plan and strategy after the divestiture of Microlab, the
impact that the evolving COVID-19 pandemic may have on our
business, our supply chain, freight costs and the economy in the
future, our ability to hire and retain key personnel with
appropriate technical abilities, our dependency on capital spending
by our customers and end users, our dependency on the deployment of
4G LTE and 5G NR private networks and related services to grow our
business, the impact of the loss of any significant customers,
product demand and development of competitive technologies in our
market sector, the impact of competitive products and pricing, our
abilities to protect our intellectual property rights, our ability
to manage risks related to our information technology and cyber
security, among others. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those
anticipated, estimated or projected. These risks and uncertainties
are disclosed in our Annual Report on Form 10-K for the year ended
December 31, 2020 as supplemented and revised by the risks and
uncertainties set forth in the Company’s subsequent reports filed
with the SEC. The Company’s forward-looking statements speak only
as of the date of this release. The Company undertakes no
obligation to publicly update or review any forward-looking
statements whether as a result of new information, future
developments or otherwise, as except as required by law.
Company Contact:
Mike Kandell 973-386-9696
Investor Relations Contact:
SM Berger and Company 216-464-6400
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