Filed by Vari-L Company, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to rule 14a-12(b)
Subject Company: Sirenza Microdevices, Inc.
Commission File No. 333-102-099
FOR IMMEDIATE RELEASE: | NEWS | |||
May 5, 2003 | OTC-VARL |
VARI-L COMPANY ANNOUNCES SHAREHOLDER VOTE
APPROVING THE SALE OF ASSETS TO SIRENZA MICRODEVICES, INC.
DENVER, Colorado — Vari-L Company, Inc. (OTCBB:VARL), a leading provider of advanced components for the wireless telecommunications industry, announced today that it has received shareholder approval for the sale of substantially all of Vari-L’s tangible and intangible assets to a wholly owned subsidiary of Sirenza Microdevices, Inc. (Nasdaq-SMDI) and the subsequent dissolution of Vari-L.
Of the 3,793,526 votes cast at the Special Shareholder meeting, over 97 percent were in favor of the asset sale and subsequent dissolution. “We are pleased that the overwhelming majority of our shareholders who chose to vote on the proposals recognized the value of completing this transaction,” said Chuck Bland, CEO of Vari-L Company. The closing of the transaction is expected to take place later today.
On December 2, 2002, Vari-L announced a definitive agreement to sell substantially all of its assets to Sirenza. The transaction is subject to several closing conditions, including the approval of Vari-L shareholders. The boards of both companies have approved the transaction.
About Sirenza Microdevices, Inc.
Sirenza Microdevices, Inc., an ISO 9001:2000-certified manufacturer headquartered in Sunnyvale, California, with design centers throughout the U.S., is a leading supplier of high-performance RF components for the wireless and wireline telecommunications markets. The company’s product lines include amplifiers, power amplifiers, discrete devices, RF signal processing components, fiber optic components, and high-performance multi-component modules (MCMs) for transmit and receive applications. Product information may be found on Sirenza’s website at www.sirenza.com.
About Vari-L Company
Headquartered in Denver, Vari-L designs, manufactures and markets wireless communications components that generate or process radio frequency (RF) and microwave frequency signals. Vari-L’s products are used in commercial infrastructure equipment (including GSM/cellular/PCS base stations and repeaters, fixed terminal point to point/multi-point,) consumer subscriber products (advanced cellular/PCS/satellite handsets), and military/aerospace platforms (satellite communications/telemetry, missile guidance, electronic warfare, electronic countermeasures,
battlefield communications). Vari-L serves a diverse customer base of the world’s leading technology companies, including Agilent Technologies, Ericsson, Harris, Hughes Network Systems, Lockheed Martin, Lucent Technologies, Microwave Data Systems, Marconi, Motorola, Netro, Nokia, Raytheon, Textron, Siemens, and Solectron.
Forward Looking Statements
Some of the statements in this news release are “forward looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on a number of assumptions by us about the future, usually based on current conditions or on the broader expectations of others. These assumptions may or may not prove to be correct and, as a result, our own forward-looking statements may also be inaccurate. On the other hand, based on what we know today and what we expect in the future, we believe that the forward-looking statements we make in this report are reasonable. In most cases, when we use words like “believe,” “expect,” “estimate,” “anticipate,” “project,” “plan,” or “predict” to describe something which has not yet occurred, we are making a forward-looking statement.
We cannot list here all of the risks and uncertainties that could cause our actual future financial and operating results to differ materially from our historical experience and our present expectations or projections but we can identify many of them. For example, our future results could be affected by the overall market for various types of wireless communications products, the success of the specific products into which our products are integrated, governmental action relating to wireless communications, licensing and regulation, the accuracy of our internal projections as to the demand for certain types of technological innovation, competitors’ products and pricing, the success of new product development efforts, the timely release for production and the delivery of products under existing contracts, the ultimate outcome of pending and threatened litigation and regulatory action as well as those factors discussed in our Form 10-K for the year ended June 30, 2002. Our future results could also be affected by risks and uncertainties related to the proposed transaction with Sirenza, including whether such transaction can be completed and the timing of the closing of such transaction, the amount of additional loans that we incur under our bridge loan facility with Sirenza and whether the $5.3 million credit facility will be adequate to fund the Company’s operations, whether Sirenza will exercise its rights under the loan agreement in the event of default such as the right to accelerate the obligation to repay the loans outstanding, whether the costs of completing the transaction exceed management’s estimates, and the reaction of our customers, vendors and distributors to proposed transaction. It is also important to remember that forward-looking statements speak only as of the date when they are made and we do not promise that we will publicly update or revise those statements whenever conditions change or future events occur. Accordingly, we do not recommend that any person seeking to evaluate our company should place undue reliance on any forward-looking statement in this report.
Additional Information and Where to Find It
The proxy statement/prospectus regarding the proposed sale of substantially all of the assets and assumption of specified liabilities of Vari-L was mailed on or about April 4, 2003 to Vari-L shareholders of record on March 7, 2003. Investors and security holders of Vari-L are urged to read the proxy statement/prospectus and any other relevant materials filed by Sirenza or Vari-L with the SEC because they contain, or will contain, important information about Sirenza, Vari-L and the transaction. Investors and security holders may obtain free copies of the proxy statement/prospectus and any other relevant materials filed by Sirenza or Vari-L with the SEC at the SEC’s website at www.sec.gov. Free copies of these documents may also be obtained from Sirenza or Vari-L.
In addition to the registration statement on Form S-4 filed by Sirenza in connection with the transaction, and the proxy statement/prospectus to be mailed to the shareholders of Vari-L in connection with the transaction, Sirenza and Vari-L each file annual, quarterly and special reports, proxy and information statements, and other information with the SEC. Investors may read and copy any of these reports, statements and other information at the SEC’s public reference rooms located at 450 Fifth Street, N.W., Washington, D.C. 20549, or any of the SEC’s other public reference rooms. Investors should call the SEC at 1-800-SEC-0330 for further information on these public reference rooms. The reports, statements and other information filed by Sirenza and Vari-L with the SEC are also available for free at the SEC’s website at www.sec.gov. Free copies of these reports, statements and other information may also be obtained from Sirenza or Vari-L.
CONTACTS: | Vari-L Company, Inc. | ||
Chuck Bland, President and CEO | |||
Rick Dutkiewicz, CFO | |||
303/371-1560 | |||
www.vari-l.com |