WEGENER
AGAIN ADDRESSES RADYNE’S FALSE AND MISLEADING STATEMENTS
Radyne’s Unsolicited Hostile Bid Filled With Misinformation and
Spin
(May 9, 2003) – Duluth, Georgia – Wegener
Corporation (Nasdaq: WGNR) today responded to false and misleading public
statements made by Radyne ComStream Inc. (Nasdaq: RADN) in connection
with its unsolicited hostile tender offer for shares of Wegener filed
on April 23, 2003. A non-management independent committee of Wegener’s
Board determined Radyne’s $1.55 per share cash offer to be grossly
inadequate and unfair to Wegener stockholders.
Robert A. Placek, chairman, president and chief executive officer of
Wegener, said “The timing of Radyne's offer is no coincidence.
This is an opportunistic, unsolicited hostile attempt to take over Wegener
just as its most promising products are coming to market. Radyne is
trying to steal this upside potential from Wegener stockholders.
“In support of its attempt to gain control of our Company, Radyne
and its CEO, Robert Fitting, have launched a public relations blitz
directed at our stockholders that is filled with false and misleading
information,” continued Mr. Placek. “We will do our best
to be sure that our stockholders have access to the truth by continuously
correcting Mr. Fitting’s and Radyne’s false and deceptive
statements.”
Wegener’s Retention Agreements are Standard and Appropriate
Wegener adopted standard and appropriate employee retention agreements
in light of Radyne's unsolicited hostile overtures. The board felt it
was appropriate to implement these agreements to keep the team in place
that has overseen the extensive R&D efforts on major new products
that are just now coming to market. In fact, more than 70% of those
who received retention agreements are part of Wegener’s technical
team. It is important to highlight that these retention agreements are
only effective if there is a change in control and the employees are
terminated.
The types of severance agreements the Wegener board entered into with
several of it’s key employees are very common. In fact, Radyne’s
Annual Report to Shareholders indicates that Mr. Fitting himself, along
with two other senior Radyne officers, have even richer severance packages
in the event of a takeover than those recently adopted by Wegener. According
to Radyne’s Form 10-K, Mr. Fitting earned a base salary of $296,055
in 2002 and has a severance agreement providing for a payment equal
to 300% of his base salary immediately upon a change in control of Radyne.
By contrast, Mr. Placek earned a base salary of $179,078 in 2002 and
has a severance agreement providing for a payment equal to 250% of his
annual salary in the event of a change in control of Wegener and he
is terminated.
Why Wegener Has Not Met With Radyne
The Wegener Board immediately put into motion a series of events designed
to allow it to consider a proposal received in a letter from Mr. Fitting
dated April 1, 2003, but Radyne “jumped the gun.” Mr. Placek
had personally conveyed to Mr. Fitting that he would schedule a Board
meeting to consider the issues. Radyne embarked on its hostile course
without allowing Wegener sufficient time to address the issue internally
by launching its hostile tender offer on the day the Wegener Board met
to consider Radyne’s initial overture. In any event, there is
no need to hold a meeting with Radyne to discuss a grossly inadequate
cash offer price.
Wegener Board Is Committed to Realizing Stockholder Value
We believe recent Wegener stock prices do not reflect the value of a
very important new line of products from Wegener that is just beginning
to reach the marketplace. Management expects these new products to have
a significant positive impact on Wegener’s revenues and earnings
going forward. We believe our stock price has been negatively affected
by the general downturn in the economy, the stock market and our industry
in particular. In fact, Radyne’s stock, which traded as high as
$35 per share in 2000, has traded as low as $1.25 per share in the last
year.
For these reasons, the Board believes the recent prices for Wegener
stock do not reflect the true value of the Company. The Board believes
Radyne is trying to take advantage of the recent Wegener stock price
by offering a price that appears to offer a fair premium, but which
actually significantly undervalues the Company.
Wegener’s Board and Management Are Aligned with Stockholders’
Interests
Mr. Placek continued that, “Mr. Fitting has carefully calibrated
his public comments to make it sound like he is the protector of our
stockholders. Based on the operating and stock price performance of
his company of late, I suggest that he worry more about his own stockholders.
We are fulfilling all of our duties to our stockholders by running this
company the very best we can and by protecting our stockholders from
a coercive, inadequate offer, just when our potential is the greatest
– as we reach the market with our new line of iPUMP and HDTV products.”
Stockholders may obtain a copy of the WEGENER Schedule 14D-9 Solicitation/Recommendation
statement filed with the SEC on the Company’s information site
at www.wegener.com. Stockholders may also
obtain, without charge, a copy of the solicitation/recommendation statement
by calling Innisfree M&A Incorporated, toll-free at (888) 750-5834
or collect at (212) 750-5833.
ABOUT
WEGENER COMMUNICATIONS
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, and satellite paging. COMPEL, WEGENER’s
patented network control system provides networks with unparalleled
ability to regionalize programming and commercials. COMPEL network control
capability is integrated into WEGENER digital satellite receivers such
as the revolutionary iPUMP and MediaPlan. 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 2003 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.
For further information, please contact:
C. Troy Woodbury, Jr.
Susan Stillings / Patricia Sturms
Treasurer and Chief Financial Officer
Joele Frank, Wilkinson Brimmer Katcher
WEGENER Corporation
(212) 355-4449
(770) 814-4015
FAX (770) 623-9648
Email: info@wegener.com
World Wide Web: www.wegener.com

Technology Park, 11350 Technology Circle, Duluth, GA 30097
USA
voice 770 814-4000 fax 770 623-0698 email: info@wegener.com
Wegener Communications is an ISO 9001 certified
company.
©2003 Wegener Communications
|