WEGENER RESPONDS TO ANNOUNCEMENT OF POSSIBLE TENDER OFFER
(April 21, 2003) – Duluth, Georgia – Wegener
Corporation (Nasdaq: WGNR), a leading provider of satellite transmission
solutions for broadcast and cable television networks worldwide, today
announced that its board of directors has met to determine its preliminary
reaction to the announcement by Radyne ComStream Inc. (“Radyne”)
that Radyne intends to make a cash tender offer of $1.55 per share for
all of Wegener’s issued and outstanding common stock.
Robert A. Placek, Wegener’s Chairman, President and Chief Executive
Officer, stated “Contrary to the statement contained in the press
release issued this morning by Radyne, Wegener has not received an offer
from Radyne to engage in a merger. The Company did receive correspondence
from Radyne on April 2, 2003, stating that Radyne had ‘the ability
to offer a cash price of $1.55 per share.’ I met with Bob Fitting,
the Chief Executive Officer of Radyne on April 8, 2003 and informed
Mr. Fitting that the Wegener board would meet to discuss Radyne’s
indication of interest in pursuing a business combination with Wegener.
On April 9, 2003, I informed the board that a meeting would be called
to consider Radyne’s potential offer. This meeting was subsequently
scheduled for April 21, 2003 at 11:00 a.m. We were shocked that Radyne
announced a tender offer prior to learning the results of that board
meeting.”
“The Wegener board of directors will carefully review any tender
offer documents filed by Radyne with the SEC, if Radyne decides to pursue
a tender offer, and will appropriately respond to any such offer. After
discussing Radyne’s announcement, the Wegener board has made a
preliminary determination that an offer of $1.55 per share would be
inadequate in light of the value of the Company’s assets, its
strong balance sheet, and, most importantly, its business plan and prospects,”
continued Mr. Placek.
Wegener Corporation has in place various anti-takeover measures permitted
under Delaware law, including, specifically, a provision in its Certificate
of Incorporation which would prohibit Radyne from consummating a merger
with Wegener without the recommendation of the Wegener board, unless
holders of not less than 80% of Wegener’s common stock vote to
approve the merger.
About Wegener Corporation
Wegener is an international provider of digital solutions for IP data,
video and audio networks. Applications include IP data delivery, broadcast
television, cable television, radio networks, business television, distance
education, business music, satellite paging and financial information
distribution. COMPEL, Wegener’s patented network control system
provides networks with unparalleled ability to regionalize programming
and commercials through total receiver control. COMPEL network control
capability is integrated into Wegener digital satellite receivers. Wegener
can be reached at +1.770.814.4000 or on the World Wide Web at www.wegener.com.
COMPEL, MEDIAPLAN, ENVOY, UNITY, and iPUMP are trademarks of Wegener
Communications, Inc. All Rights Reserved.
In the event Radyne commences a tender offer with respect to
the common stock of Wegener, Wegener intends to prepare and furnish
to the SEC a solicitation/recommendation statement. Investors and security
holders are urged to read the solicitation/recommendation statement
carefully when the solicitation/recommendation statement is available.
That statement will contain important information about Wegener and
the Radyne offer, if it materializes. Investors and security
holders will be able to obtain free copies of Wegener’s Solicitation/Recommendation
Statement and related documents through the web site maintained by the
SEC at www.sec.gov. Wegener files annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and
copy any reports, statements and other information filed by Wegener
at the SEC public reference rooms at 450 Fifth Street, N.W., Washington,
D.C. 20549 or at the Commission’s other public reference rooms
in New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on public reference rooms. Wegener’s
filings with the SEC are also available to the public from commercial
document-retrieval services and at the web site maintained by the Commission
at www.sec.gov.
This news release contains statements, which
may be forward-looking within the meaning of applicable securities laws,
including the Private Securities Litigation Reform Act of 1995. The
statements may include projections regarding future sales results, expected
contributions to margins and earnings and market opportunities, and
are based upon the Company's current expectations and assumptions, which
are subject to a number of risks and uncertainties including, but not
limited to: customer acceptance and effectiveness of recently introduced
UNITY digital video products, development of additional business for
the Wegener digital and analog video and audio transmission product
lines, effectiveness of the revitalized international sales organization,
the successful development and introduction of new products in the future,
delays in the conversion by private and broadcast networks to digital
broadcast equipment, acceptance by various networks of standards for
digital broadcasting, general market conditions which may not improve
during fiscal year 2002 and beyond, and success of Wegener's research
and development efforts aimed at developing new products. Discussion
of these and other risks and uncertainties are provided in detail in
the Company's periodic filings with the SEC, including the Form 10-K.
The Company intends that such forward-looking statements are subject
to the safe harbors created thereby. Since these statements involve
risks and uncertainties and are subject to change at any time, the Company's
actual results could differ materially from expected or inferred results.
Forward-looking statements speak only as of the date the statement was
made. Wegener Corporation does not undertake and specifically disclaims
any obligation to update any forward-looking statements.