WEGENER BOARD ADVISES STOCKHOLDERS TO AWAIT RECOMMENDATION ON
RADYNE UNSOLICITED TENDER OFFER
(April 24, 2003) – Duluth, Georgia – Wegener
Corporation (Nasdaq: WGNR), a leading provider of satellite transmission
solutions for broadcast and cable television networks worldwide, today
announced that it has established an independent committee of its board
of directors to evaluate the unsolicited tender offer by Radyne ComStream
Inc. (“Radyne”) to purchase all of the outstanding common
stock of Wegener at a cash price of $1.55 per share. The committee is
in the process of retaining an independent financial advisor to assist
it in making its evaluation of the tender offer.
The independent committee consists of Thomas G. Elliot, Joseph A. Parks
and Wendell H. Bailey, each of whom is an independent, non-management
director. The independent committee will make its recommendation with
respect to the Radyne tender offer to the Wegener board of directors.
The board will then advise stockholders whether it recommends acceptance
or rejection of the tender offer, expresses no opinion, remains neutral
with respect to the tender offer or is unable to take a position with
respect to the tender offer. When the board makes its recommendation
to stockholders, which will occur on or prior to May 7, 2003, it will
also state the reasons for the recommendation. Until such time that
the board makes a recommendation, it strongly requests that all Wegener
stockholders defer making any determination whether to accept or reject
the tender offer.
The Wegener board also strongly recommends that Wegener stockholders
read the board’s solicitation/recommendation statement regarding
the proposed unsolicited Radyne tender offer when it becomes available.
Stockholders may obtain a free copy of the solicitation/recommendation
statement, which will be filed by Wegener with the Securities and Exchange
Commission, at the SEC’s Web site at www.sec.gov.
Stockholders may also obtain, without charge, a copy of the solicitation/recommendation
statement, when available, by directing requests to Innisfree M&A
Incorporated, toll-free at (888) 750-5834 or collect at (212) 750-5833.
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.
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.