California Amplifier to Acquire Vytek Corporation
December 23 2003 - 4:05PM
PR Newswire (US)
California Amplifier to Acquire Vytek Corporation Acquisition
Strengthens California Amplifier's Engineering Capability And
Market Presence, and Diversifies Product and Customer Base
CAMARILLO, Calif., Dec. 23 /PRNewswire-FirstCall/ -- California
Amplifier, Inc. announced today that it has signed a definitive
agreement to acquire Vytek Corporation. The acquisition represents
a pivotal step in California Amplifier's strategic growth plan to
diversify its customer base, expand its core engineering
capability, and broaden its market offerings. Vytek, a
privately-held company headquartered in San Diego, California, is a
provider of hardware and software solutions and services that
enable wired and wireless access to information. Vytek has a
diversified Fortune 1000 customer base consisting of world-class
technology companies, consumer electronics companies, household
names in retailing and distribution, and companies in various
vertical markets such as healthcare and public safety. Vytek has
approximately 280 employees with 10 offices nationwide, and has
longstanding customer relationships dating back 18 years through
its prior acquisitions. In commenting on the acquisition, Fred
Sturm, Chief Executive Officer of California Amplifier, stated,
"Customers today are looking for total solutions for their
communications needs. This acquisition will add strong
complementary engineering capabilities, a world-class professional
services team, and an expanded customer presence. Our goal will be
to accelerate bringing our previously announced product
technologies to market, and to leverage our expanded customer
contact and solutions approach to drive new product initiatives."
Mr. Sturm continued, "The combined Company will have strong
engineering development capabilities spanning firmware and
software, digital processor-based design, and wireless system, RF
and antenna design. This product development capability, combined
with California Amplifier's high-volume manufacturing capability
and Vytek's systems integration and professional services
organization, will enable us to offer comprehensive solutions to
our customers. As a result of this acquisition, our customer base
will grow and diversify beyond satellite television and
telecommunications service providers to include large and medium
sized Enterprise customers, thereby expanding our market reach and
distribution channels." Commenting on the acquisition, Jim Ousley,
Chief Executive Officer of Vytek, said, "We believe the combination
of California Amplifier and Vytek is an excellent fit for all our
stakeholders -- our customers, employees and shareholders.
Integrating the resources of both companies will provide for the
rapid expansion of our wired and wireless solutions into the
marketplace." For the unaudited eleven month period ended November
30, 2003, Vytek had revenues of approximately $38.4 million. During
this period, Vytek generated approximately 40% of its revenues from
wireless products and 60% of its revenues from software development
and professional services. Vytek is backed by private equity
investors including Charterhouse Group International, CIBC Capital
Partners, Frontenac Company, Goldman Sachs, Mission Ventures and
Mobius Venture Capital. The terms of the definitive agreement
provide that California Amplifier will acquire Vytek by merging it
with and into a newly formed, wholly owned subsidiary of California
Amplifier in exchange for fixed number of 8,200,000 shares of
California Amplifier's common stock with an aggregate value of
approximately $76.8 million at yesterday's closing stock price.
California Amplifier and Vytek expect to complete the transaction
during the first quarter of calendar 2004. The transaction is
subject to customary closing conditions, including approvals by
regulatory agencies and by the stockholders of Vytek and California
Amplifier. The stockholders of Vytek will be asked to approve the
merger, and the stockholders of California Amplifier will be asked
to approve the issuance of the shares of its common stock in the
transaction. Certain stockholders of Vytek holding in the aggregate
approximately 32% of the voting power of Vytek on an
as-if-converted to common stock basis have signed voting agreements
and irrevocable proxies committing to vote their shares of Vytek
stock in support of the proposed merger. As a condition to the
completion of the merger, the same Vytek stockholders are expected
to sign lock-up agreements not to sell the shares of California
Amplifier received by them in the merger for a period of 6 to 12
months after the closing. In addition, there will be a 15 month
escrow of shares with an initial value of approximately $8 million
to support any post-closing claims that California Amplifier may
have under the definitive agreement. These escrowed shares could be
sold under certain circumstances prior to the end of the escrow
period and replaced with an equivalent amount of cash. Given
Vytek's cost structure and growth outlook, this transaction is
anticipated to have a positive impact on gross margins and be
accretive in California Amplifier's fiscal year 2006. Additional
financial details will be made available in the Company's filings
with the Securities and Exchange Commission. California Amplifier
will file with the Securities and Exchange Commission a
registration statement on Form S-4 to register the offer and sale
of shares of its common stock in connection with the proposed
merger under the Securities Act of 1933, as amended. The
registration statement will contain important information and
stockholders of Vytek should carefully read the registration
statement and any amendments or supplements thereto before making a
decision with respect to the proposed merger. California Amplifier
will also file with the SEC a proxy statement in connection with
the solicitation of proxies for use at a special meeting of its
stockholders to approve the issuance of shares of its common stock
in connection with the proposed merger. The proxy statement will
contain important information and stockholders of California
Amplifier should carefully read the proxy statement before making a
decision with respect to the issuance of shares in the proposed
merger. The officers and directors of California Amplifier may be
deemed to be participants in connection with this solicitation of
proxies. Copies of the registration statement and the proxy
statement when filed may be obtained without charge at the SEC's
website at http://www.sec.gov/ or from California Amplifier.
Statements in this release about the California Amplifier's future
financial performance, customer relationships, initiatives to
develop innovative wireless access solutions, anticipated business
synergies, and the market potential of new products and service
offerings are forward-looking statements and are subject to risks
and uncertainties that could cause actual results to differ
materially from expectations. Words such as "may", "will",
"expects," "anticipates," "intends," "plans," "believes," "seeks,"
"could," "estimate" and variations of these words and similar
expressions are intended to identify forward-looking statements.
Factors that could cause or contribute to such differences may
include, but are not limited to, the requirement that the
transaction receive approval from California Amplifier's
stockholders, the risk that the conditions relating to regulatory
clearance might not be satisfied in a timely manner or at all,
risks relating to the integration of the businesses of California
Amplifier and Vytek, unanticipated expenditures, changing
relationships with customers, suppliers and strategic partners,
risks relating to the protection of intellectual property, the
impact of competitive products, changes to the competitive
environment, pricing pressures, supplier constraints, manufacturing
yields, market acceptance of new products, and the viability and
market acceptance of new technologies. Although the Company
believes the expectations reflected in such forward-looking
statements are based upon reasonable assumptions, it can give no
assurance that its expectations will be attained. The Company
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. More information about California Amplifier's risks
is available in the Company's Annual Report on Form 10-K and other
filings made from time to time with the Securities and Exchange
Commission. About VYTEK Corporation VYTEK Corporation is a provider
of technology integration solutions and wireless access hardware
and software. Vytek has expertise in wireless technologies from
802.11a/b/g, Bluetooth and GPRS to RFID for next generation devices
and products. Vytek provides engineering expertise in developing
both software and hardware solutions that includes: Business &
Technology Assessment; Prototype, Architect & Design Solutions;
Services/Product Development; Integration & Implementation; and
Support. Headquartered in San Diego, California with offices
nationwide, Vytek serves both large and small clients in a variety
of industries. More information can be found at
http://www.vytek.com/ . About California Amplifier, Inc. California
Amplifier designs, manufactures and markets a broad line of
integrated microwave equipment used primarily in conjunction with
satellite television and terrestrial broadband wireless and video
applications. The Company's Satellite business unit designs and
markets outdoor reception equipment for the U.S. Direct Broadcast
Satellite (DBS) television market as well as a full line of
consumer and commercial products for video and data reception. The
Wireless Access business unit designs and markets integrated
reception and two-way transmission fixed wireless equipment for
broadband data and video applications. California Amplifier is an
ISO 9001 certified company. For additional information, visit
California Amplifier's web site at http://www.calamp.com/ . For
more information, contact: Crocker Coulson Rick Vitelle Partner
Chief Financial Officer CCG Investor Relations California
Amplifier, Inc. (818) 789-0100 (805) 987-9000 DATASOURCE:
California Amplifier, Inc. CONTACT: Rick Vitelle, Chief Financial
Officer of California Amplifier, Inc., +1-805-987-9000; or Crocker
Coulson, Partner of CCG Investor Relations, +1-818-789-0100, , for
California Amplifier, Inc. Web site: http://www.calamp.com/
http://www.vytek.com/
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