WEGENER RESPONDS TO RADYNE'S FILING PRELIMINARY PROXY MATERIAL
TO SOLICIT CONSENTS
(May 14, 2003) – Duluth, Georgia – Wegener
Corporation (Nasdaq: WGNR) today gave the following statements in response
to Radyne ComStream Inc.’s (Nasdaq: RADN) filing of preliminary
proxy materials to solicit consents from Wegener stockholders in an
attempt to nearly triple the size of the Wegener board of directors
to 15 members and to elect nine of its own nominees to constitute a
majority of the Wegener board:
“Radyne’s latest maneuver is not a surprise. Wegener anticipated
that Radyne would have to resort to a consent solicitation in order
to attempt to gain control of the Company at what the Wegener Board
believes is a grossly inadequate and unfair price. In addition, we believe
that Radyne is trying to overcome the Wegener Board’s resolute
opposition to selling the Company at this time when new products are
just coming to market. Wegener’s Board believes this is a last
ditch effort to take control of the Company. The Radyne filing states
that ‘If these measures do not pass, we will likely abandon our
cash tender offer ….’
“Wegener stockholders are entitled to have a board that is fully
committed to acting in their best interests – and not in the best
interests of Radyne stockholders. We intend to file materials with the
SEC in opposition to Radyne’s consent solicitation.”
Wegener and certain other persons named below may be deemed to be participants
in the solicitation of revocations of consents in response to Radyne’s
consent solicitation. The participants in this solicitation may include
the directors and executive officers of Wegener (Robert A. Placek, C.
Troy Woodbury, Jr., Joe K. Parks, Thomas G. Elliot, Wendell H. Bailey,
Ned L. Mountain, and James T. Traicoff). As of the date of this communication,
the foregoing participants own the following percentages of Wegener’s
outstanding common stock: Robert A. Placek, 15.5%; C. Troy Woodbury,
Jr., 1.7%; Joe K. Parks, Thomas G. Elliot, Wendell H. Bailey, Ned L.
Mountain, and James T. Traicoff: less than 1.0% individually and in
the aggregate.
WEGENER INTENDS TO BUT HAS NOT YET FILED PROXY MATERIALS WITH THE SECURITIES
AND EXCHANGE COMMISSION IN OPPOSITION TO RADYNE’S CONSENT SOLICITATION.
WEGENER STOCKHOLDERS ARE URGED TO READ WEGENER’S PROXY STATEMENT
CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. YOU MAY OBTAIN A FREE COPY OF THE PROXY STATEMENT, WHEN
AVAILABLE, BY ACCESSING THE SEC’S WEB SITE AT WWW.SEC.GOV., OR
THE COMPANY’S WEB SITE AT WWW.WEGENER.COM. STOCKHOLDERS MAY ALSO
OBTAIN, WITHOUT CHARGE, A COPY OF WEGENER’S PROXY STATEMENT, WHEN
AVAILABLE, BY CALLING WEGENER’S INFORMATION AGENT, INNISFREE M&A
INCORPORATED, TOLL-FREE AT (888) 750-5834 OR COLLECT AT (212) 750-5833.
IN ADDITION, YOU MAY OBTAIN COPIES OF WEGENER’S PROXY STATEMENT,
WHEN AVAILABLE, FROM THE PARTICIPANTS NAMED ABOVE.
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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