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: Vari-L Company, Inc.
Commission File No. 0-23866
[VARIL LOGO]
FOR IMMEDIATE RELEASE: NEWS
December 2, 2002 OTC-VARL
VARI-L COMPANY ANNOUNCES DEFINITIVE AGREEMENT
TO SELL ASSETS TO SIRENZA MICRODEVICES
DENVER, Colorado -- Vari-L Company, Inc. (OTC-VARL), a leading provider of
advanced components for the wireless telecommunications industry, today
announced a definitive agreement to sell substantially all of its assets to
Sirenza Microdevices, Inc. ( Nasdaq-SMDI) for approximately $13.6 million in
common stock and cash and forgiveness of $1.4 million in secured bridge loans.
The transaction has been approved by the boards of both companies and is
expected to close in the first quarter of 2003, subject to approval of Vari-L
shareholders and customary closing conditions.
Under terms of the definitive agreement, Sirenza will forgive $1.4 million in
secured bridge loans to Vari-L. In addition, Sirenza will pay Vari-L $13.6
million in cash and stock. This amount will be adjusted down for any funds drawn
by Vari-L on its secured bridge loan facility with Sirenza, as announced October
8, 2002, in excess of the initial $1.4 million drawdown, and is also subject to
adjustment for certain working capital changes since September 30, 2002. The
amount drawn under the credit facility in excess of the initial drawdown will
depend on the timing of the closing, Vari-L's results of operations and other
factors. Vari-L expects to draw at least $2.5 million in excess of the initial
drawdown prior to the close of the transaction. The net consideration, after
deducting drawdowns in excess of the initial $1.4 million, will be paid 45% in
cash and 55% in shares of Sirenza's stock valued at $1.44 per share.
"We are pleased with the terms of the proposed transaction and believe the
business combination with Sirenza to be in the best interests of Vari-L's
shareholders and customers," said Chuck Bland, president and CEO of Vari-L.
"Vari-L and Sirenza have complementary technologies and product lines and serve
many common customers in the wireless and wireline markets. The synergies
created by this transaction are substantial and should result in a much
stronger, more competitive company that is well positioned to build shareholder
value."
Conference Call
Vari-L will hold a conference call with investors on Tuesday, December 3, 2002,
at 4:00 p.m. MT / 6:00 p.m. ET. The call-in number is 1-800-218-0713 (domestic
toll free) and 1-303-262-
2075 (Denver and international). The conference I.D. number is 512480. The call
will also be broadcast over the Internet at
http://www.firstcallevents.com/service/ajwz370555825gf12.html. To listen to the
live call, please go to the web site 15 minutes early to register and download
any necessary audio software. If you are unable to participate, the call will be
archived at http://www.firstcallevents.com/service/ajwz370555825gf12.html.
About Vari-L
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.
Additional Information and Where to Find It
Under the terms of the definitive agreement, Sirenza is required to file a
registration statement on Form S-4 in connection with the proposed acquisition
of substantially all of the assets and assumption of specified liabilities of
Vari-L, and Vari-L intends to mail a proxy statement/prospectus to its
stockholders in connection with the transaction. Investors and security holders
of Vari-L are urged to read the proxy statement/prospectus when it becomes
available because it will contain important information about Sirenza, Vari-L
and the transaction. Investors and security holders may obtain a free copy of
the proxy statement/prospectus, when it becomes available, at the SEC's website
at www.sec.gov. A free copy of the proxy statement/prospectus may also be
obtained from Sirenza or Vari-L. Vari-L and its executive officers and directors
may be deemed to be participants in the solicitation of proxies from the
stockholders of Vari-L in favor of the transaction. Sirenza and its executive
officers and directors may be deemed to be participants in the solicitation of
proxies from the stockholders of Vari-L in favor of the transaction. Information
regarding Vari-L's executive officers and directors is contained in Vari-L's
Form 10-K for the year ended June 30, 2002, which is filed with the SEC.
Information regarding Sirenza's executive officers and directors is contained in
Sirenza's Form 10-K for the year ended December 31, 2001 and its proxy statement
dated April 1, 2002, both of which are filed with the SEC. A description of
employment agreements and other interests of the Sirenza and Vari-L executive
officers and directors will be available in the registration statement and the
proxy statement/prospectus.
In addition to the registration statement on Form S-4 to be filed by Sirenza in
connection with the transaction, and the proxy statement/prospectus to be mailed
to the stockholders 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.
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 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.
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