Endwave Enters Into Amended Settlement Agreement With Receiver for Wood River Capital Management
December 21 2007 - 9:15AM
PR Newswire (US)
SAN JOSE, Calif., Dec. 21 /PRNewswire-FirstCall/ -- Endwave
Corporation (NASDAQ:ENWV) today announced that it has entered into
an amended and restated settlement agreement with the
court-appointed receiver for Wood River Capital Management and its
affiliates. Under the amended and restated settlement agreement,
Endwave, Wood River Partners, L.P. and Wood River Partners
Offshore, Ltd (the "Wood River Funds") and, for the limited
purposes set forth therein, the court-appointed receiver for the
Wood River entities, would enter into a stock purchase agreement
pursuant to which, upon satisfaction or waiver of certain
conditions to closing, Endwave would acquire 2,502,247 shares of
Endwave common stock held by the Wood River Funds. The conditions
to closing of this share repurchase include the sale of the
remaining 1,600,000 shares of Endwave common stock owned by the
Wood River Funds to certain investors. The price per share to be
paid by Endwave in the share repurchase will be the lower of $6.83
or the lowest price per share paid by the investors. Upon
completion of the share repurchase, the receiver, on behalf of the
Wood River entities, will reimburse Endwave $300,000 for
professional expenses incurred by Endwave. Upon the completion of
the share repurchase and such payment, the mutual releases of
claims set forth in the amended and restated settlement agreement
will become effective. The effectiveness of the amended and
restated settlement agreement, and the parties' agreement to enter
into the stock purchase agreement, has been approved by the United
States District Court for the Southern District of New York. In the
event court approval is vacated upon appeal, or the share
repurchase is not consummated on or prior to January 4, 2008, the
amended and restated settlement agreement and share repurchase will
be terminated and the parties will be restored to the status set
forth in the preexisting Settlement Agreement and Registration
Rights Agreement as disclosed in Endwave's Current Report on Form
8-K filed with the Securities and Exchange Commission on May 30,
2007. About Endwave Endwave Corporation designs, manufactures and
markets RF modules that enable the transmission, reception and
processing of high-frequency signals in telecommunications
networks, defense electronics and homeland security systems. Our RF
modules are typically used in high-frequency applications and
include integrated transceivers, amplifiers, synthesizers,
oscillators, up and down converters, frequency multipliers and
microwave switch arrays. Endwave has 42 issued patents covering its
core technologies including semiconductor and proprietary circuit
designs. Endwave Corporation is headquartered in San Jose, CA, with
operations in Diamond Springs, CA; El Dorado Hills, CA Andover, MA;
and Chiang Mai, Thailand. Additional information about the company
can be accessed from the company's web site. "Safe Harbor"
Statement under the Private Securities Litigation Reform Act of
1995: This press release may contain forward-looking statements
within the meaning of the Federal securities laws and is subject to
the safe harbor created thereby. Forward-looking statements are
based on management's current preliminary expectations and are
subject to risks, uncertainties and assumptions, including the risk
that the sale of Endwave shares held by the Wood River Funds to
investors does not occur. Forward-looking statements contained in
this press release should be considered in light of these factors
and those factors discussed from time to time in Endwave's public
reports filed with the Securities and Exchange Commission, such as
those discussed under "Risk Factors" in Endwave's most recent
Annual Report on Form 10-K, and subsequently-filed reports on Form
10-Q. Endwave does not undertake any obligation to update such
forward-looking statements. Contact: Mary McGowan Summit IR Group,
Inc. 408-404-5401 DATASOURCE: Endwave Corporation CONTACT: Mary
McGowan of Summit IR Group, Inc., +1-408-404-5401, , for Endwave
Corporation Web site: http://www.endwave.com/
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