(NASDAQ: TESS), TESSCO TECHNOLOGIES INCORPORATED (“Tessco” or
the “Company") announced today that, at a Special Meeting of
Stockholders held on July 13, 2023, Tessco stockholders approved
the proposal to approve the merger transaction between Tessco and
entities affiliated with Lee Equity Partners LLC and Twin Point
Capital LLC, which also own Alliance Corporation (“Alliance”), a
value-added distributor of equipment for the wireless industry, and
GetWireless, LLC (“GetWireless”), a value-added distributor of
cellular solutions that connect the Internet of Things (IoT).
The Company also announced that it expects the merger
transaction to close on Monday, July 17, 2023, subject to customary
closing conditions. Assuming that closing date, upon closing, the
Company will become directly or indirectly wholly owned by entities
affiliated with Lee Equity Partners LLC and Twin Point Capital LLC,
Tessco’s common stock will cease trading on Nasdaq, and all
outstanding shares of Tessco common stock, other than any held by
stockholders that perfected their statutory rights of appraisal,
will be converted into the right to receive the merger
consideration of $9.00 per share.
Forward-Looking Statements
This press release contains certain 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. These statements are based on current expectations and
beliefs of Tessco’s management and Alliance and are subject to
uncertainty and changes in circumstances. Actual results may vary
materially from those expressed or implied by the forward-looking
statements herein due to risks and uncertainties. These risks and
uncertainties include, but are not limited to, those associated
with: the parties’ ability to meet expectations regarding the
timing and completion of the merger; the occurrence of any event,
change or other circumstance that would give rise to the
termination of the merger agreement and the fact that certain
terminations of the merger agreement could require the Company to
pay a termination fee of $4.0 million; the failure to satisfy each
of the conditions to the consummation of the merger; the disruption
of management’s attention from ongoing business operations due to
the merger; the effect of the announcement of the merger on
Tessco’s relationships with its customers, as well as its operating
results and business generally; the outcome of any legal
proceedings related to the merger; retention of employees of Tessco
following the announcement of the merger; and the fact that
Tessco’s stock price may decline significantly if the merger is not
completed.
The above discussion should not be construed as exhaustive and
should be read in conjunction with our other disclosures, including
but not limited to the risk factors and other factors described in
our SEC filings including Part I, Item 1A of our Annual Report on
Form 10-K for the fiscal year ended March 26, 2023, filed with the
SEC on May 26, 2023, as amended by Amendment No. 1 to Annual Report
on Form 10-K, filed with the SEC on June 7, 2023, our Definitive
Proxy Statement on Schedule 14A (the “Proxy Statement”), filed with
the SEC on June 8, 2023 and other securities filings with the SEC
that are available at the SEC's website at www.sec.gov. New risks
emerge from time to time. It is not possible for our management to
predict all risks.
About TESSCO Technologies Incorporated (NASDAQ: TESS)
TESSCO Technologies, Inc. (NASDAQ: TESS) is a value-added
technology distributor, manufacturer, and solutions provider
serving commercial customers in the wireless infrastructure
ecosystem. The Company was founded more than 40 years ago with a
commitment to deliver industry-leading products, knowledge,
solutions, and customer service. Tessco supplies products to the
industry’s top manufacturers in mobile communications, Wi-Fi,
Internet of Things, wireless backhaul, and more. Tessco is a single
source for outstanding customer experience, expert knowledge, and
complete end-to-end solutions for the wireless industry. For more
information, visit www.tessco.com.
About Alliance Corporation
Alliance Corporation distributes equipment for wireless network
infrastructure, in-building signal enhancement solutions, cellular
broadband systems, next generation 5G networks, fixed wireless and
private enterprise networks, as well as cellular solutions that
connect the Internet of Things. Alliance provides pre- and
post-sale technical support, engineering, radio configuration and
training services. Alliance serves telecommunication carriers,
fixed wireless broadband service providers, OEMs, systems
integrators, resellers, and contractors in education, enterprise,
federal government, military, healthcare, industrial, municipal
government, oil and gas, mining, public safety, security,
utilities, and transportation industries. Visit
www.alliancecorporation.ca.
Alliance merged with GetWireless, LLC, a value-added distributor
of cellular solutions that connect the Internet of Things (IoT).
Given its strategic portfolio of embedded modules, end-device
modems, intelligent gateways, and cellular boosters, GetWireless
supplies the most advantageous cellular solutions for a broad array
of IoT applications. GetWireless enables mobile network operators,
value-added resellers, integrators, and OEMs across a wide range of
enterprise, industrial, government, and SMB applications. Visit
www.getwirelessllc.com.
About Lee Equity Partners
Lee Equity Partners, LLC is a New York-based private equity firm
that partners with successful management teams to build companies
with strong growth potential. Lee Equity targets equity investments
of $50 million to $150 million in middle-market control buyouts and
growth capital financings in companies with enterprise values of
$100 million to $500 million that are located primarily in North
America. The firm invests within three distinct sectors, healthcare
services, financial services, and business services, where the team
has developed deep relationships over decades. For more
information, visit www.LeeEquity.com.
About Twin Point Capital
Twin Point Capital is a New York-based principal investment
firm, which partners with outstanding management teams to build
market leading companies. Twin Point’s portfolio includes
investments in the communications, technology and
technology-enabled service industries.
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TESSCO Technologies Incorporated Aric Spitulnik Chief Financial
Officer 410-229-1419 spitulnik@tessco.com David Calusdian Sharon
Merrill Associates, Inc. 617-542-5300
TESS@investorrelations.com
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