Following the sale, Wireless TelecomGroup plans to focus its business strategy on its higher growth, higher margins and metrics 5G products and software businesses.
Parsippany, New Jersey, December 17, 2021 (GLOBE NEWSWIRE) – Wireless Telecom Group, Inc. (NYSE American: WTT ) (the âCompanyâ) announced today that it has entered into a definitive agreement to sell its Microlab LLC radio frequency components business to RF Industries, Inc. (NASDAQ: RFIL) for a total cash consideration of 24.25 millions of dollars. The transaction, which was unanimously approved by the board of directors of both companies, is subject to various terms and conditions, including the approval of shareholders of Wireless Telecom Group. The Company will file a proxy for the proposed transaction with the Security and Exchange Commission (the âSECâ) as described below.
âToday’s announcement accelerates the transformation of Wireless Telecom Group into a leader in test and measurement, and a specialist provider of 5G software services solutions. Once the transaction is completed, we will be debt free and have approximately $ 17.0 million in cash and cash equivalents, âsaid Tim Whelan, CEO of Wireless Telecom Group, Inc.â We believe the benefits of A strengthened balance sheet and a streamlined business model will enhance our long-term profitable growth strategy as we focus on our other high-growth, higher-margin businesses. “
Mr. Whelan continued, âWe are guided by creating shareholder value and we have transformed our business, increasing the size of our total addressable market, adding new higher value software solutions and expanding our cutting-edge new product portfolio. As a result, consolidated gross margins have increased significantly and we expect to benefit from greater market growth opportunities in 5G private networks, small cell deployments, and highly demanding test and measurement solutions. “
âAfter the sale, our strategy will continue to focus on our specialized software and our test and measurement solutions to address unique customer issues by developing their differentiated solutions in the semiconductor, satellite, aerospace industries. and defense. I am excited about the direction we are taking and Wireless Telecom Group will continue to assess all opportunities to create meaningful value for our shareholders, âcontinued Mr. Whelan.
Upon completion of the transaction, Wireless Telecom Group will be comprised of the Boonton, Holzworth and Noisecom brands within its test and measurement product group, and the CommAgility brand within its radio, baseband and software. The transaction will enable Wireless Telecom Group to prepare for the next stage of transformation with a higher concentration of revenues and the ability to focus its investments on long-term, high-growth opportunities, including satellite communications, deployments of small 5G cells and private networks, and the growth of applications related to semiconductor testing, military and defense spending, and quantum computing.
Craig-Hallum Capital Group LLC is acting as exclusive financial advisor to Wireless Telecom Group and Bryan Cave Leighton Paisner LLP is acting as legal advisor.
B. Riley Securities is acting as financial advisor to RF Industries and DLA Piper is acting as legal advisor.
About Wireless Telecom Group, Inc.
Wireless Telecom Group, Inc., consisting of Boonton, CommAgility, Holzworth, Microlab and Noisecom, is a global designer and manufacturer of advanced RF and microwave components, modules, systems and instruments. Serving the wireless, telecommunications, satellite, military, aerospace, semiconductor and medical industries, Wireless Telecom Group’s products enable innovation in a wide range of wireless technologies. traditional and emerging thread. With a unique set of high performance products including advanced power meters, signal generators, phase noise analyzers, signal processing modules, LTE PHY / stack software, splitters and power combiners , GPS repeaters, public safety components, noise sources and programmable noise generators, Wireless Telecom Group enables the development, testing and deployment of wireless technologies around the world. Wireless Telecom Group is headquartered in Parsippany, New Jersey, in the New York metro area, and operates a global network of sales and service offices for excellent service and support. The Wireless Telecom Group website address is http://www.wirelesstelecomgroup.com.
About RF Industries, Inc.
RF Industries designs and manufactures a wide range of interconnection products in diverse and growing markets including wireless / wireline telecommunications, data communications and industry. The Company’s products include RF connectors, coaxial cables, data cables, wire harnesses, fiber optic cables, custom cables, energy efficient cooling systems and integrated small cell enclosures. The company is headquartered in San Diego, California, with additional operations in Long Island, New York, Vista, California, Milford, Connecticut and North Kingstown, Rhode Island. Please visit RF Industries website at www.rfindustries.com.
Important information for investors and shareholders
This press release may be regarded as a solicitation document regarding the Company’s proposed sale of its subsidiary Microlab LLC. In connection with the proposed transaction, the Company will file relevant documents with the SEC, including a definitive proxy statement which will be mailed to shareholders of the Company. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY THE PROXY STATEMENT AND OTHER DOCUMENTS WHICH WILL BE FILED WITH THE SEC CAREFULLY AND IN ITS ENTIRETY WHEN AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the Proxy Circular (when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, the Management Proxy Circular and our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and changes to such reports filed or provided in accordance with in Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 are available free of charge on our website at www.wirelesstelecomgroup.com as soon as reasonably practicable after they have been electronically filed with or provided to the SEC.
Certain information concerning the participants
The Company and its directors and officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information on the directors and officers of the Company is presented in its annual report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 19, 2021 and in its solicitation circular. of proxies for its annual report 2021. General meeting of shareholders, which was filed with the SEC on April 22, 2021. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by title or otherwise, will be contained in the proxy statement and other relevant documents to be filed with the SEC relating to the proposed transaction when they become available. You can obtain these documents (when available) free of charge from the website maintained by the SEC at www.sec.gov.
Caution regarding forward-looking statements
This press release contains “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. In some cases, these forward-looking statements may be identified by terms such as believe, expect, seek, can, will intend, project, anticipate, plan, estimate, guide, or similar words. Forward-looking statements include, among other things, that once the transaction is completed, we will be debt free and have cash and cash equivalents of $ 17.0 million, our belief that the benefits of a Strengthened balance sheet and a streamlined business model will generate significant value, our expectation to benefit from significant market growth opportunities and our current long-term growth strategy. Investors are cautioned that these forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties which could materially affect actual results, including, but not limited to, the ability of our management to successfully implement our business plan and strategy. following the disposal of Microlab, the impact that the evolution of the COVID-19 pandemic could have on our business, our supply chain, freight costs and the economy in the future, our ability to hire and to retain key personnel with the appropriate technical capabilities, our dependence on the capital expenditures of our customers and end users, our dependence on the deployment of private 4G LTE and 5G NR networks and associated services to develop our business, the impact of the loss of important customers, the demand for products and the development of competitive technologies in our market sector, the impact of products and competitive prices, our ability to protect our intellectual property rights, our ability to manage risks related to our information technology and cybersecurity, among others. If one or more of these risks or uncertainties materialize, or if the underlying assumptions turn out to be inaccurate, actual results could differ materially from those anticipated, estimated or projected. These risks and uncertainties are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, supplemented and revised by the risks and uncertainties set out in subsequent reports of the Company filed with the SEC. The Company’s forward-looking statements speak only as of the date of this press release. The Company assumes no obligation to update or publicly review forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.
Company details :
Mike Kandell 973-386-9696
Investor Relations Contact:
SM Berger and company 216-464-6400