ENWV Endwave Corp. (MM)

Endwave Acquires JCA Technology Endwave Acquires RF Company Serving the Defense and Homeland Security Market SUNNYVALE, Calif., July 21 /PRNewswire-FirstCall/ -- Endwave Corporation (NASDAQ:ENWV), a leading provider of radio frequency (RF) subsystems for Aero-Defense, Security and Commercial Wireless applications, today announced the acquisition of all of the outstanding shares of capital stock of JCA Technology, Inc., a wholly-owned subsidiary of Bookham Technology plc., for approximately $6.0 million in cash. JCA has a distinguished 20 year history in providing state-of-the-art RF amplifiers and modules to the defense, commercial radar, and homeland security markets. These products are broadly used in applications such as electronic warfare, radar, and secure communications. JCA's customer base is spread across multiple defense contractors and subcontractors, with no customer representing greater than approximately 15% of revenues in recent quarters. "This acquisition is strategically important to Endwave in building our defense and homeland security business base, and is complementary to our existing portfolio of RF module products for these markets," said John Mikulsky, Senior Vice President of Sales, Marketing, and Technology for Endwave. "In addition, we expect the acquisition of JCA to broaden our product offerings and strengthen our ties to familiar customers such as Raytheon, Northrop Grumman, Lockheed, L3 and Boeing." Steve Turley, Chief Commercial Officer at Bookham added, "This transaction follows our strategy to focus on our core optical business. We believe that the combination of Endwave and JCA will strengthen both businesses, allowing them to focus on their core activities and create additional value for their customers." Ms. Julianne Biagini, CFO for Endwave, stated, "Revenues from JCA are expected to add approximately $1.0 to $2.0 million to our revenues per quarter after full integration of the business unit, which is expected to occur by the end of 2004. Including the new revenues projected from JCA products, Endwave anticipates its revenues will be $7.0 to $8.0 million in the upcoming third quarter, and $11.0 to $12.0 million in the fourth quarter of 2004." Over the next two quarters, the JCA business unit and employees will be relocated from their current facility in San Jose, California, to Endwave's facilities in Sunnyvale, California and Diamond Springs, California. Management believes that the overall addition of JCA will be neutral to 2004 earnings and accretive to earnings in 2005. Ms. Biagini continues, "Additionally, we are confirming our forecast for the second quarter of 2004, and will provide details during our upcoming earnings call." Additional details regarding the acquisition will also be provided with the company's second quarter 2004 press release and conference call scheduled for July 28, 2004 at 1:30 p.m. Pacific Time. About Endwave Endwave Corporation is a provider of radio frequency (RF) subsystems that enable the transmission and reception of voice and data signals in broadband wireless systems. The company develops and manufactures products used in high-speed cellular backhaul networks, enterprise access, homeland security, defense electronics and radar systems, and other broadband applications. These products include integrated transceivers, oscillators/synthesizers, high-power cellular switch-combiners, and RF modules (amplifiers, frequency multipliers, switches, and up/down-converters). Endwave has more than 35 issued patents covering its core technologies including semiconductor and proprietary circuit designs. Endwave Corporation is headquartered in Sunnyvale, CA, with operations in Diamond Springs, CA; Andover, MA; and Lamphun, Thailand. Additional information about the company can be accessed from the company's web site at http://www.endwave.com/ . "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. These statements include, but are not limited to, statements regarding forecasted future financial results. Actual results could differ materially from the forward-looking statements due to many factors, including the following: the risks that the integration of acquired business lines, products and subsidiaries will fail, products will fail to achieve market acceptance, the timing or existence of customer orders, market volatility and weakness, customer concentration, delays in the design process, production delays or cancellations due to product defects or defects in materials supplied by vendors, the length of our sales cycle, our ability to develop, introduce and market new products and product enhancements, changes in product mix or distribution channels; the demand for wireless networking products and end-user products that incorporate wireless technology; competitive technologies; and, technological difficulties and resource constraints encountered in developing, transitioning and/or introducing new products. 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 report on Form 10-K and subsequently filed reports on Form 10-Q. DATASOURCE: Endwave Corporation CONTACT: Julianne Biagini, Chief Financial Officer, +1-408-522-3105, or Mark Hebeisen, VP Marketing, +1-408-522-7702, both of Endwave Corporation Web site: http://www.endwave.com/

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