Exhibit 99.1
[WAVE WIRELESS LOGO] [WAVERIDER LOGO]
WAVE WIRELESS AND WAVERIDER ANNOUNCE THE
EXECUTION OF A MERGER AGREEMENT
Combined Company to Deliver Expanded Suite of
Wireless Broadband Solutions Focused on Fast-Growing Markets
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San Jose, CA and Toronto, ON (Jan. 4, 2005) - Wave Wireless Corporation (OTC
Bulletin Board: WVWC) and WaveRider Communications (OTC Bulletin Board: WAVR)
today announced the execution of a definitive agreement to merge WaveRider with
a wholly owned subsidiary of Wave Wireless. The proposed combination creates a
new company offering a broad suite of wireless broadband solutions, a strong
global distribution network, and a lower cost structure to position the company
for long-term growth and profitability.
The merger unites 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. The new company's
offerings will be marketed to a wide range of public and private sector
companies in the rapidly growing communications, public safety, security and
surveillance markets.
The transaction, which was initially announced November 17 following the signing
of a letter of intent to merge, is expected to close prior to the end of the
first quarter in 2006.
"We believe the merger of WaveRider and Wave Wireless will benefit customers,
shareholders and employees of both companies in the short- and long-term by
bringing together complementary products, core competencies and talents," said
Charles W. Brown, Chief Executive Officer of WaveRider Communications. "The new
company's expanded suite of products includes 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: "The merger of Wave Wireless and
WaveRider will create a new company recognized for its engineering excellence,
innovative technology and global distribution capabilities. I expect the current
collaboration between the sales teams of Wave Wireless and WaveRider to very
quickly produce benefits as both companies cross-sell their products to existing
clients and prospective customers. Additional synergies and substantial cost
savings are expected as the companies fully integrate their operations in the
U.S. and Canada. It is anticipated that the combined company will have a
substantially strengthened competitive position in the marketplace, setting the
company on the course toward sustained, long-term growth and profitability."
Under terms of the agreement, WaveRider's security holders will exchange their
ownership interest in WaveRider for Wave Wireless common stock and convertible
securities with each company's security holders owning approximately 50% of the
combined company, on a fully diluted, as converted basis.
Charles W. Brown and T. Scott Worthington, WaveRider's Chief Executive Officer
and Chief Financial Officer, will assume their respective positions in the
combined company. The board of directors of the combined company will include
three directors from Wave Wireless and four directors from WaveRider. The
closing of the transaction is subject to certain conditions, including necessary
regulatory, board and shareholder approvals.
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
ARTICLE IX 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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