Love Handles

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WAVR Weekly ... scwewy wabbit.

Nice Handle, and there is a merger in progress.



Wednesday, January 04, 2006 07:00 ET

SAN JOSE, Calif. & TORONTO, Jan 04, 2006 (BUSINESS WIRE) -- Combined Company to Deliver Expanded Suite of Wireless Broadband Solutions Focused on Fast-Growing Markets

Wave Wireless Corporation (OTCBB:WVWC) and WaveRider Communications (OTCBB:WAVR) today announced the execution of a definitive agreement to merge WaveRider with a wholly owned subsidiary of Wave Wireless. The proposed combination creates a new company offering a broad suite of wireless broadband solutions, a strong global distribution network, and a lower cost structure to position the company for long-term growth and profitability.

The merger unites Wave Wireless' SPEEDLAN(TM) family of 2.4GHz, 4.9GHz and 5.8GHz mesh networking products and WaveRider's Last Mile Solution(R) non-line-of-sight, fixed and mobile wireless 900MHz products. The new company's offerings will be marketed to a wide range of public and private sector companies in the rapidly growing communications, public safety, security and surveillance markets.

The transaction, which was initially announced November 17 following the signing of a letter of intent to merge, is expected to close prior to the end of the first quarter in 2006.

"We believe the merger of WaveRider and Wave Wireless will benefit customers, shareholders and employees of both companies in the short- and long-term by bringing together complementary products, core competencies and talents," said Charles W. Brown, Chief Executive Officer of WaveRider Communications. "The new company's expanded suite of products includes fixed wireless, mesh and mobile wireless products for multiple applications serving the WISP, telecommunications, government, Homeland Security, and safety and surveillance markets."

Wave Wireless Acting CEO Dan Rumsey said: "The merger of Wave Wireless and WaveRider will create a new company recognized for its engineering excellence, innovative technology and global distribution capabilities. I expect the current collaboration between the sales teams of Wave Wireless and WaveRider to very quickly produce benefits as both companies cross-sell their products to existing clients and prospective customers. Additional synergies and substantial cost savings are expected as the companies fully integrate their operations in the U.S. and Canada. It is anticipated that the combined company will have a substantially strengthened competitive position in the marketplace, setting the company on the course toward sustained, long-term growth and profitability."

Under terms of the agreement, WaveRider's security holders will exchange their ownership interest in WaveRider for Wave Wireless common stock and convertible securities with each company's security holders owning approximately 50% of the combined company, on a fully diluted, as converted basis.

Charles W. Brown and T. Scott Worthington, WaveRider's Chief Executive Officer and Chief Financial Officer, will assume their respective positions in the combined company. The board of directors of the combined company will include three directors from Wave Wireless and four directors from WaveRider. The closing of the transaction is subject to certain conditions, including necessary regulatory, board and shareholder approvals.