Exhibit 99.1
ENDWAVE CORPORATION ADOPTS SHARE PURCHASE RIGHTS PLAN
SUNNYVALE, Calif., Dec. 1 /PRNewswire-FirstCall/ -- Endwave Corporation (Nasdaq:
ENWV) announced that its Board of Directors approved the adoption of a share
purchase rights plan under which all stockholders of record as of December 12,
2005 will receive rights to purchase shares of a new series of Preferred Stock.
The terms of the plan are embodied in a Rights Agreement, dated as of December
1, 2005, between Endwave Corporation and its transfer agent, Computershare Trust
Company, Inc. The Rights Agreement will be filed with the Securities and
Exchange Commission on Form 8-K on or about December 2, 2005.
The share purchase rights plan is designed to enable all Endwave Corporation
stockholders to realize the full value of their investment and to provide for
fair and equal treatment for all stockholders in the event that an unsolicited
attempt is made to acquire Endwave Corporation. The share purchase rights plan
is intended as a means to guard against abusive takeover tactics and is not in
response to any particular proposal. The rights plan will not prevent takeovers,
but is designed to encourage anyone attempting to acquire the company to first
negotiate with the Board of Directors.
Following a thorough review, and after meetings with investment bankers and
legal counsel, the Board of Directors concluded that a rights plan was the best
available means of ensuring that the company is able to continue its focus on
delivering RF subsystems and components to the wireless telecommunications
infrastructure market and the defense electronics and homeland security markets,
and growing its business. The Board of Directors is not aware of any effort to
acquire control of the company.
The rights will be distributed as a non-taxable dividend and will expire in ten
years from the record date. The rights will be exercisable only if a person or
group acquires 15% or more of Endwave Corporation's Common Stock or announces a
tender offer for 15% or more of the Endwave Corporation's Common Stock. If a
person acquires 15% or more of Endwave Corporation's Common Stock, all
rightholders except the buyer will be entitled to acquire Endwave Corporation
Common Stock at a discount.
An existing holder of in excess of 15% of the company's Common Stock will not
automatically trigger the exercisability of the rights. However, in the event
any such holder acquires one more share of Endwave Corporation Common Stock
(other than as a result of a stock dividend or other direct acquisition from the
company), or transfers a sufficient number of shares of to a third-party buyer
without the consent of the company, such that the buyer would hold in excess of
15% of the company's Common Stock, then the rights would be triggered.
The rights will trade with Endwave Corporation's Common Stock, unless and until
they are separated upon the occurrence of certain future events. The rights
distribution is not taxable to the stockholders. Endwave Corporation's Board of
Directors may terminate the rights plan at any time or redeem the rights prior
to the time the rights are triggered. Additional details regarding the rights
plan will be outlined in a summary to be mailed to all stockholders following
the record date.
About Endwave
Endwave Corporation designs, manufactures, and markets RF modules that enable
the transmission, reception and processing of high-frequency signals in
telecommunications networks, defense electronics and homeland security systems.
Our RF modules are typically used in high-frequency applications and include
integrated transceivers, amplifiers, synthesizers, oscillators, up and down
converters, frequency multipliers and microwave switch arrays. Endwave has 38
issued patents covering its core technologies including semiconductor and
proprietary circuit designs. Endwave Corporation is headquartered in Sunnyvale,
CA, with operations in Diamond Springs, CA; Andover, MA; and Chiang Mai,
Thailand. Additional information about the company can be accessed from the
company's web site at http://www.endwave.com .
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995:
This press release may contain forward-looking statements within the meaning of
the Federal securities laws and is subject to the safe harbor created thereby.
Any statements contained in this press release that are not statements of
historical fact may be deemed to be forward-looking statements. Words such as
"plans," "intends," "expects," "believes" and similar expressions are intended
to identify these forward-looking statements. Information contained in
forward-looking statements is based on current expectations and is subject to
change. Actual results could differ materially from the forward-looking
statements due to many factors. Forward-looking statements contained in this
press release should be considered in light of those factors discussed from time
to time in Endwave's public reports filed with the Securities and Exchange
Commission, such as those discussed under "Risk Factors" in Endwave's most
recent annual report on Form 10-K and quarterly report on Form 10-Q. Endwave
does not undertake any obligation to update such forward-looking statements.
SOURCE Endwave Corporation
-0- 12/01/2005
/CONTACT: Mary McGowan of Summit IR Group, +1-408-522-3100, ext. 7702, or
mary@summitirgroup.com, for Endwave/
/Web site: http://www.endwave.com /