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
April 2, 2003 OTC-VARL
VARI-L COMPANY ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS
DENVER, Colorado -- Vari-L Company, Inc. (OTC-VARL), a leading provider of
advanced components for the wireless telecommunications industry, today
announced it has scheduled a special meeting of shareholders for April 28, 2003
at 2:00 p.m. at Vari-L's offices at 4895 Peoria St., Denver, Colorado. The
purpose of the special meeting is to vote upon the sale of substantially all of
Vari-L's tangible and intangible assets to a wholly owned subsidiary of Sirenza
Microdevices, Inc. and the subsequent dissolution of Vari-L.
The close of business on March 7, 2003 is the record date for determining the
holders of Vari-L's common stock entitled to vote. Vari-L expects that it will
mail proxy statements to all shareholders of record on or about April 4, 2003
and encourages shareholders to complete and return the enclosed proxy card prior
to the meeting date. Both the asset sale and the dissolution of Vari-L require
the approval of holders of a majority of the common stock of Vari-L outstanding
as of the record date.
"We strongly encourage shareholders to carefully consider the proposals
described in the proxy statement and to cast their vote on the enclosed proxy
card whether or not they plan to attend the special meeting," said Chuck Bland,
CEO of Vari-L. "If shareholders do not return their proxy cards or instruct
their brokers how to vote or vote in person at the meeting, then the effect will
be a vote against the asset sale."
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, who
will vote at a special meeting of shareholders on April 28, 2003. The boards of
both companies have approved the transaction.
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
Vari-L expects that the proxy statement/prospectus regarding the proposed sale
of substantially all of the assets and assumption of specified liabilities of
Vari-L will be 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. Sirenza and Vari-L and their respective executive officers and directors
may be deemed to be participants in the solicitation of proxies from the
shareholders of Vari-L in favor of the transaction. Information regarding
Sirenza's and Vari-L's executive officers and directors and a description of
employment agreements and other interests of Sirenza's and Vari-L's executive
officers and directors in the matters to be voted upon by the Vari-L
shareholders are available in the proxy statement/prospectus.
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.
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CONTACTS:
Vari-L Company, Inc. Pfeiffer High Public Relations, Inc.
Chuck Bland, President and CEO Jay Pfeiffer
Rick Dutkiewicz, CFO 303/393-7044
303/371-1560 jay@pfeifferhigh.com
www.vari-l.com www.pfeifferhigh.com