Exhibit 99.1
[Corporate Logo of Wave Wireless] [Corporate Logo of WaveRider]
WAVE WIRELESS AND WAVERIDER ANNOUNCE INTENT TO MERGE
Combined Company To Offer Robust Suite of Wireless Broadband Solutions
Focused on Rapidly Growing Markets
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San Jose, CA and Toronto, ON (November 17, 2005) - Wave Wireless Corporation
(OTC Bulletin Board: WVWC) and WaveRider Communications (OTC Bulletin Board:
WAVR) today announced that they have executed a letter of intent that sets forth
the preliminary terms and conditions of a proposed merger transaction between
Wave Wireless and WaveRider.
The proposed merger brings together 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 to
provide customers with a wide range of line-of-sight and non-line-of-sight
products and services, and position the combined company as a leading worldwide
provider of robust, wireless broadband applications and solutions.
Under the terms of the letter of intent, Charles W. Brown and T. Scott
Worthington, WaveRider's Chief Executive Officer and Chief Financial Officer,
will assume their respective positions in the newly merged company. The board of
directors of the combined company will include three directors from each of
WaveRider and Wave Wireless, and one newly appointed independent member. The
companies expect to complete the proposed merger in the first quarter of 2006.
The closing of the transaction is subject to certain conditions, including
necessary regulatory, board and shareholder approvals, execution of a definitive
merger agreement and the completion of due diligence.
"The proposed combination will result in a broad product offering that serves a
large and diverse mix of customers throughout the world. " said Charles W.
Brown, Chief Executive Officer of WaveRider Communications, "This will position
the merged company to address multiple market opportunities with its enhanced
service offerings and product portfolio, which will include 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: "We believe that the merger of Wave
Wireless and WaveRider is a superb strategic fit that brings together
complementary business lines, engineering skills, sales and marketing
capabilities and innovative technology recognized as best in its class. With the
substantial cost savings resulting from the proposed merger, the new company
will be well positioned to expand sales and marketing initiatives, achieve near
term profitability, and increase shareholder value, as it capitalizes on the
accelerating demand for robust high speed wireless connectivity solutions."
The non-binding letter of intent primarily calls for WaveRider's security
holders to exchange their ownership interest in WaveRider for Wave Wireless
common stock and securities convertible into Wave Wireless common stock, with
the intent that each company's security holders would end up holding
approximately 50% of the combined company on a fully diluted, as converted
basis.
About WaveRider Communications Inc
WaveRider Communications Inc. (www.waverider.com) is a leader in broadband
wireless deployments and technologies. WaveRider's Last Mile Solution(R)
non-line-of-sight 900 MHz and 5.8 GHz networks enable communications providers
to establish full-saturation coverage networks, deliver advanced communications
services, and generate a rapid return on their investment. WaveRider is
committed to the development of standards-based wireless technologies that
support advanced applications and address the needs of the North American and
International markets. WaveRider is traded on the OTC Bulletin Board, under the
symbol WAVR.
About Wave Wireless Corporation
Wave Wireless develops, manufactures, and markets highly secure and reliable
wireless mesh routers to the telecommunications market worldwide. The Company's
wireless mesh routers are designed to combine high performance, multiple
operating frequencies and hardware AES encryption to provide networking
professionals with the most flexible, scalable and robust mesh routers for
integrated network requirements of Internet access and private networks
including security and surveillance requirements. Cellular and personal
communications service (PCS) providers utilize the Company's repair and
maintenance business for a full range of services required to support technical
issues associated with the installation, maintenance and operation of
refurbished legacy Wave Wireless licensed products. Wave Wireless is traded on
the OTC Bulletin Board, under the symbol WVWC. For more information visit
www.wavewireless.com or call 408-943-4200.
Media Contact: Wave Wireless Investor Contact: Wave Wireless
Greg Berardi Dan Rumsey
Blue Marlin Partners Acting Chief Executive Officer
415-239-7826 408-943-4200
greg@bluemarlinpartners.com dan.rumsey@wavewireless.com
Media and Investor Contact: WaveRider
Scott Worthington
Chief Financial Officer
416-502-3200
sworthington@waverider.com
Safe Harbor Statement
This press release includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements related
to anticipated revenues, expenses, earnings, operating cash flows, the outlook
for Wave Wireless' or WaveRider's markets and the demand for their products.
Factors that could cause Wave Wireless' or WaveRider's actual results to differ
materially from these forward-looking statements include the ability to achieve
positive cash flow; their deteriorating cash position and their need to raise
additional capital, and whether that capital is available on acceptable terms,
if at all; the continued intense competition resulting in lower average selling
prices; fluctuations in customer demand; reliance upon subcontractors; the
timing of new technology and product introductions; and the risk of early
obsolescence; and Wave Wireless' dependence on the sale of refurbished licensed
radio products. Please refer to our reports and filings with the Securities and
Exchange Commission, including our reports on Form 10-K, 10-KSB, 10-Q, 10-QSB
and 8-K, for a further discussion of these risks and uncertainties. We also
caution you there can be no assurance that the merger will be consummated or, if
consummated, that it will be consummated on the terms set forth in the letter of
intent. Also, do not to place undue reliance on forward-looking statements,
which speak only as of the date they are made. We undertake no obligation to
update publicly any forward-looking statements to reflect new information,
events or circumstances after the date they were made or to reflect the
occurrence of unanticipated events.
Participants in Solicitation
Wave Wireless, WaveRider, and their respective directors, executive officers,
and other employees may be deemed to be participants in the solicitation of
proxies from WaveRider shareholders with respect to the proposed transaction.
Information about Wave Wireless' directors and executive officers is available
in Wave Wireless' proxy statement for its 2005 annual meeting of shareholders,
dated July 13, 2005. Information about WaveRider's directors and executive
officers is available in WaveRider's annual report on Form 10-KSB for the year
ended December 31, 2004. Additional information about the interests of potential
participants will be included in the registration statement and proxy statement
and other materials filed with the SEC.
Additional Information
Wave Wireless intends to file a registration statement, including a proxy
statement of WaveRider, and other materials with the Securities and Exchange
Commission ("SEC") in connection with the proposed transaction. We urge
investors to read these documents when they become available because they will
contain important information. Investors will be able to obtain free copies of
the registration statement and proxy statement, as well as other filed documents
containing information about Wave Wireless and WaveRider, at www.sec.gov, the
SEC's website. Investors may also obtain free copies of these documents at
www.wavewireless.com/about/investors.html. Free copies of WaveRider's filings
are available at www.waverider.com/.
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