|Canadian Company Tranzeo Wireless to Acquire Aperto Networks|
Tranzeo strengthens its international market with complete broadband solution
PITT MEADOWS, BRITISH COLUMBIA--(Marketwire - March 31, 2010) - BC-based Tranzeo Wireless Technologies Inc. (TSX:TZT), a premier manufacturer of wireless broadband and WiMAX communication systems, announced today it has entered into a definitive merger agreement with Aperto Networks, Inc. ("Aperto") and key Aperto shareholders. Under the terms of the merger agreement, and upon the satisfaction of closing conditions, Aperto will be merged into a newly incorporated subsidiary of Tranzeo, with Aperto surviving and continuing to be operated as a wholly-owned subsidiary of Tranzeo.
The merger will greatly increase Tranzeo's market share as it becomes a complete end-to-end broadband solutions provider featuring WiFi, WiMax and LTE products. Aperto's current backlog of all purchase orders is US$8.3 million. This will be added to Tranzeo's current backlog of US$32.7M.
"Acquiring Aperto immediately transforms Tranzeo into a market leading complete solutions provider for major telecommunications operators while still supplying product to Tranzeo's existing wireless Internet service providers," said Jim Tocher, President and CEO of Tranzeo. "With an established world-wide customer base and a pipeline of new customers now in trials, the benefits of today's announcement will start to bear fruit within a year. The future for Tranzeo has never looked better."
"The combining of Tranzeo and Aperto is a big win for wireless service providers," said Randall Meals, Chairman of Aperto's Board and Managing Director of Quicksilver Ventures. "We continue to be bullish on the broadband wireless market and now Tranzeo's position in the market."
Existing Tranzeo and Aperto customers will greatly benefit from the combined technologies and complete solutions Tranzeo will now be able to provide.
"Tranzeo's responsiveness, world-class manufacturing and additional product breadth combined with Aperto's proven worldwide sales, support team, and channels will significantly benefit our customers on a global basis,"said Bill Waters, Senior Vice President of Worldwide Sales and Support at Aperto Networks. "I am looking forward to serving our existing customers, expanding our market and providing new solutions to our channel partners."
"This is very good news for TRG and the future of broadband services in Indonesia," said Gatot Tetuko, President of PT. Teknologi Riset Global (TRG), an affiliate company of leading telecommunication infrastructure provider the Indonesian Tower Group. "With our joint development agreement with Tranzeo, this will give us access to additional advanced wireless technologies which we will incorporate into our broadband solutions."
Tranzeo expects to complete the acquisition of Aperto through issuances of common shares to the stockholders of Aperto. Upon satisfaction of the required closing conditions, Tranzeo will issue common shares to the stockholders of Aperto based on a US$5 million base consideration amount, as adjusted for liabilities and cash of Aperto at closing. Subject to the satisfaction of certain additional earn-out conditions, Tranzeo may issue additional common shares to the stockholders of Aperto based on revenues attributable to certain products of Aperto that are sold by Tranzeo during a one-year earn-out period following the date of closing of the merger. These earn-out shares would be issued within 120 days of the expiry of the earn-out period. All share issuances will be based on the volume weighted average trading price of Tranzeo's common shares for the five trading days prior to this announcement of the Merger Agreement.
The merger is anticipated to be completed in mid-April 2010. Completion of the merger will be subject to customary closing conditions, including the approval of the proposed merger by the Toronto Stock Exchange and by the stockholders of Aperto. Tranzeo stockholder approval is not required. Tranzeo has agreed to appoint a representative of Aperto to its board of directors on closing.
The common shares proposed to be issued have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States without registration or an applicable exemption from applicable registration requirements in the US. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Tranzeo and the Tranzeo logo are registered trademarks of Tranzeo Wireless Technologies Inc.
About Tranzeo Wireless Technologies Inc:
Tranzeo Wireless Technologies Inc. (TSX:TZT) leads the wireless broadband industry as a premier manufacturer of high-performance wireless network equipment that allows communities and businesses to communicate without boundaries. Tranzeo's optimum cost effectiveness, premium quality and responsive support have attracted a growing and devoted worldwide following of more than 2,465 dealers and 16 distributors. Tranzeo's full spectrum of point-to-point and point-to-multipoint radios, WiMAX equipment, and mesh network solutions are designed for wireless internet service providers, governments, campuses, military, carriers, enterprise customers, and systems integrators around the globe. Headquartered in British Columbia, Canada, Tranzeo also has offices in San Diego, California and Shannon, Ireland. Visit http://www.tranzeo.com or phone 1.866.872.6936 for more information.
This press release contains forward-looking statements that involve risks and uncertainties. We use words such as "anticipate", "plan", "expect", "believe", "intend" and similar expressions to identify forward-looking statements that relate to our business, management, operating results and financial condition and the planned acquisition of Aperto. These statements are not historical facts, but reflect our current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risk Factors" in our Annual Information Form and Management's Discussion and Analysis which may be found on SEDAR at www.sedar.com.