WEGENER BOARD CAUTIONS STOCKHOLDERS – RADYNE HAS NOT INCREASED
ITS OFFER PRICE
Radyne Letter Outlines Highly Conditional Terms and Continues to Grossly
Undervalue Wegener
Wegener Stockholders Do Not Need To Take Action
(May 14, 2003) – Duluth, Georgia – Wegener
Corporation (Nasdaq: WGNR) today announced that its board of directors
received a letter containing several conditions upon which Radyne ComStream
Inc. (Nasdaq: RADN) might raise its unsolicited hostile offer price
for Wegener shares by $0.085 per share to $1.635 per share. The board
has unanimously rejected this highly conditional offer.
Upon receipt of the letter, Wegener’s board immediately referred
it to its committee of independent non-management directors, and after
consultation with the committee’s independent legal and financial
advisors, concluded that 1) the conditions to the offer are not acceptable
since the stockholder rights and retention agreements (which Radyne
insists be rescinded) were put in place for good and valid reasons and
are designed to protect the long-term value of the Company for Wegener
stockholders, and 2) an offer price of $1.635 per share, if made, is
grossly inadequate and unfair to Wegener stockholders. In addition,
the board reiterated that now is not the time to sell the Company.
The board believes that Radyne continues to mislead investors by focusing
on issues that are not at the core of their offer – price and
future prospects. Wegener’s board stated that the timing of Radyne's
offer is no coincidence. Radyne’s offer is an opportunistic, unsolicited
hostile attempt to take over Wegener just as its most promising products
are coming to market.
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
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