WEGENER
STOCKHOLDERS STRONGLY SUPPORT MANAGEMENT
Radyne’s Tender Offer Falls Far Short with Less Than 10 %
of Shares Tendered
(May 22, 2003) – Duluth, Georgia – Wegener
Corporation (Nasdaq: WGNR) today responded to the announcement by Radyne
ComStream Inc. (Nasdaq: RADN) of the results of its unsolicited hostile
cash tender offer. According to Radyne’s announcement, approximately
1,230,000 shares of the approximately 12,367,000 Wegener shares outstanding
were tendered into Radyne’s offer.
Robert A. Placek, chairman, president and CEO of Wegener Corporation
said, “The number of shares tendered represents less than 10%
of our outstanding common stock. In order for their tender offer to
be successful, Radyne must receive tenders for over 50% of our outstanding
shares. The very low level of tenders they have received sends a clear
signal that our stockholders agree with the assessment of our board
of directors that Radyne’s offer is grossly inadequate and unfair.
We’d like to thank our stockholders for their overwhelming show
of support.”
Mr. Placek continued, “In spite of their poor showing, Radyne
insists on extending its tender offer to June 19, 2003 and proceeding
with its consent solicitation to elect a new majority to our board.
Wegener’s board of directors continues to recommend that our stockholders
not tender their shares nor sign any consent solicitations they may
receive from Radyne.”
The identity of and certain information about the individuals who, under
SEC rules, may be considered “participants” in Wegener’s
solicitation in opposition to that of Radyne, is contained in Wegener’s
filings with the SEC under Schedule 14A.
WEGENER HAS FILED PRELIMINARY PROXY MATERIALS WITH THE SECURITIES AND
EXCHANGE COMMISSION IN OPPOSITION TO RADYNE’S CONSENT SOLICITATION
BUT HAS NOT YET MAILED SUCH MATERIALS TO STOCKHOLDERS. 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 ON THE COMPANY’S WEB SITE BY
CLICKING HERE. 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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