Endwave Repurchases Preferred Stock from Oak Investment Partners
January 21 2010 - 4:15PM
Business Wire
Endwave Corporation (Nasdaq: ENWV), a leading provider of
high-frequency RF solutions for mobile communications networks,
today announced that it has repurchased all 300,000 shares of
Endwave preferred stock held by Oak Investment Partners XI, Limited
Partnership for $36 million in cash. This represents 3,000,000
shares of Endwave common stock on an as-converted basis. Such
shares had entitled Oak to a liquidation preference equal to its
original investment of $45 million before any proceeds from a
liquidation or sale of the company would have been paid to the
holders of Endwave’s common stock. The shares were initially
acquired by Oak Investment Partners in April 2006. In connection
with the share repurchase, Eric Stonestrom, Oak’s designee to
Endwave’s board of directors, resigned from the board of directors
effective immediately.
“Oak’s knowledge of our industry and its contributions over the
last several years have played a valuable role in the strategic
direction of Endwave, albeit during a challenging economic period,”
said John Mikulsky, President and Chief Executive Officer of
Endwave. “We believe our decision to remove the overhang of the
Preferred Stock at this time is in the best interests of our
stockholders and enhances our strategic flexibility while
continuing to afford us a strong cash position.”
“Our balance sheet remains healthy, enabling us to continue to
effectively serve our existing module business while both building
our recently launched microwave integrated circuit product line and
pursuing M&A opportunities,” continued Mr. Mikulsky. “After a
lengthy and comprehensive investigation of our strategic
alternatives, our board of directors determined that completing
this transaction was in the best interests of our common
stockholders. Going forward, we intend to focus on growth both
organically and through acquisitions.”
Conference Call on February 2
Endwave Corporation will hold a conference call on February 2 to
discuss this event along with financial results for the fourth
quarter and full year 2009 at 4:30 p.m. Pacific time (PT).
Investors are invited to participate in the conference call by
dialing (480) 629-9723 (Conference ID: 4195007) by 1:20 p.m. PT on
February 2. A webcast will also be available at
www.endwave.com.
About Endwave
Endwave Corporation designs, manufactures and markets RF
solutions that enable the transmission, reception and processing of
high-frequency signals in mobile communications networks. Endwave
has 41 issued patents covering its core technologies including
semiconductor and proprietary circuit designs. Endwave Corporation
is headquartered in San Jose, CA, with operations in Salem, NH 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 and the conference call referred to in 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, including the
following: global economic conditions and their impact on our
customers; volatility resulting from consolidation of key
customers; our ability to achieve revenue growth and maintain
profitability; our customer and market concentration; our
suppliers’ abilities to deliver raw materials to our specifications
and on time; our successful implementation of next-generation
programs, including inventory transitions; our ability to penetrate
new markets; fluctuations in our operating results from quarter to
quarter; our reliance on third-party manufacturers and
semiconductor foundries; acquiring businesses and integrating them
with our own; component, design or manufacturing defects in our
products; our dependence on key personnel; and fluctuations in the
price of our common stock. Forward-looking statements contained in
this press release and on our conference call should be considered
in light of these factors and 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
subsequently-filed reports on Form 10-Q. Endwave does not undertake
any obligation to update such forward-looking statements.
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