PRESS RELEASE: NextWave to acquire IPWireless
NextWave Wireless to Acquire IPWireless SAN DIEGO, Calif.-(Business Wire)-April 9, 2007 - NextWave Wireless Inc. (NASDAQ: WAVE), a global provider of mobile broadband products and technologies to enable Wireless 2.0, the next generation of mobile communications, today announced that it has signed a definitive agreement to acquire IPWireless Inc., a privately-held company headquartered in San Bruno, California, with research and development facilities in the United Kingdom. IPWireless is widely recognized as the world's foremost supplier of TD-CDMA network equipment and subscriber terminals. The company has been a leading force in the development of 3GPP TDD UMTS standards which serves as the foundation for its next-generation mobile TV and wireless broadband public-safety network solutions. Its TD-CDMA mobile broadband technology was recently selected by New York City as part of the deployment of a citywide, public-safety wireless network. Under the terms of the agreement, NextWave will pay approximately $100 million at closing, consisting of $25 million in cash and $75 million in NextWave common stock. Additional consideration of up to $135 million will be paid based on the achievement of certain revenue milestones in the 2007 - 2009 timeframe as specified in the agreement, with potential payments of up to $50 million in late 2007 or 2008, up to $7.5 million in 2008, up to $24.2 million in 2009 and up to $53.3 million in 2010. If earned, up to $114 million of such additional considerations is payable in cash or shares of common stock at the election of NextWave, and up to $21 million of such amounts are payable in cash or shares of common stock at the election of representatives of IPWireless shareholders. Requisite approval from the holders of IPWireless securities was obtained upon execution of the agreement. The acquisition of IPWireless remains subject to various standard closing conditions, including Hart-Scott-Rodino and Nasdaq listing approvals, and is expected to close in the second quarter of 2007. IPWireless is expected to operate as a wholly owned subsidiary of NextWave. "The acquisition of IPWireless fits perfectly into our strategy of providing our customers with the most cost-effective and high-performance mobile broadband products and solutions available today. IPWireless and NextWave will work together to expand IPWireless' product portfolio to incorporate WiMAX and/or Wi-Fi technologies for those service providers and equipment vendors that require such solutions," said Allen Salmasi, chairman and chief executive officer of NextWave Wireless. "IPWireless's excellent global track record, including their successful introduction and commercialization of TD-CDMA technology, their development of several industry-first wireless broadband technologies, and their recent introduction of TDtv clearly demonstrate their strong capacity for technical innovation and the clear value they will bring to NextWave. We are very excited about the prospects of working together to develop and deliver advanced, next-generation wireless broadband solutions to the marketplace and welcome the entire IPWireless team to NextWave's family of companies." "NextWave and IPWireless share a common vision, to be at the forefront of developing the breakthrough technologies needed to meet the explosive global market demand for mobile broadband services," said Dr. Bill Jones, the co-founder of IPWireless, who will become the chief executive officer of IPWireless upon closing. "We are very excited to become a member of the NextWave family because it will greatly benefit our existing customer base and strengthen our ability to deliver a wider range of innovative products, services, and solutions to customers in all of the global markets we serve." IPWireless has led the development of 3GPP TDD Universal Mobile Telecommunications Systems (UMTS) standards and currently provides customers with a wide assortment of mobile broadband products and technologies. It has announced initiatives with some of the largest service providers in the world including T-Mobile, Vodafone, Orange, Telefonica, and 3UK. Mobile broadband networks that utilize IPWireless' TD-CDMA technology, one of the first standards-based mobile broadband technologies in the world, have been commercially deployed in more than a dozen countries, including the Czech Republic, New Zealand, Germany, South Africa, Sweden, the United Kingdom and the United States. IPWireless' TD-CDMA mobile broadband technology is designed to provide maximum performance and reliability and is recognized as an ideal, cost-effective solution to meet the mission-critical wireless broadband needs of government and public service agencies including police and fire departments, public safety, and medical first responders. In September 2006, IPWireless's TD-CDMA mobile broadband wireless technology was selected by New York City's Department of Information Technology and Telecommunications as part of a five-year, $500 million contract awarded to Northrop Grumman for the deployment of a citywide, public safety, mobile wireless network. The IPWireless technology, as optimized for public safety applications, is an optimum solution for the 700MHz band plan currently under consideration by the FCC for public safety applications and offers government agencies a host of proven and field-tested performance advantages. The IPWireless TDtv solution, based on 3GPP Multimedia Broadcast Multicast Service (MBMS), allows UMTS Operators to deliver mobile television and other multimedia services using their existing 3G spectrum and networks, without impacting their current voice and data services. A trial of TDtv technology, recently conducted in the UK by four of the largest mobile operators in Europe, successfully demonstrated its ability to cost-effectively deliver high-quality, multi-channel broadcast services using the trial participants' existing spectrum. TDtv supports key consumer requirements including fast channel change times, reliable operation at high travel speeds, and seamless integration into small profile handsets. In combination with NextWave's PacketVideo subsidiary, which is currently providing mobile multimedia software solutions to some of the largest mobile operators throughout Europe, IPWireless will be able to deliver an even more complete and consumer-friendly TDtv solution to its service provider customers. About NextWave Wireless NextWave Wireless Inc. (NASDAQ: WAVE) develops next-generation wireless broadband products and technologies for mobile device and network equipment manufacturers and for wireless service operators. With over 700 employees worldwide, NextWave Wireless is led by a team of highly experienced industry veterans from Intel, Lucent, Microsoft, Motorola, Nokia, QUALCOMM, and Texas Instruments. Through its NextWave Broadband subsidiary, the company is developing a family of semiconductor and network component products based on WiMAX and Wi-Fi technologies. Its PacketVideo subsidiary provides device-embedded multimedia software for mobile phones and converged devices to many of the largest wireless carriers and handset manufacturers in the world. Its GO Networks subsidiary offers commercial and municipal service providers around the globe with carrier-class, mobile Wi-Fi systems optimized for wide-area deployment. To complement its technology development activities, NextWave has obtained a licensed spectrum footprint in the U.S. that covers over 248 million people and nationwide WiMAX spectrum in Germany through a majority-controlled joint venture. The Company intends to make its spectrum available to service providers looking to deploy next-generation wireless broadband networks that utilize NextWave's advanced wireless broadband products and technologies. Visit NextWave Wireless at www.nextwave.com. About IPWireless IPWireless enhances the performance of global wireless standards to deliver advanced next-generation mobile broadband and multimedia solutions. These end-to-end solutions are being deployed by leading mobile operators and public safety agencies to offer a range of packet-based mobile services with unmatched performance and economics. The company's 3GPP based TDtv solution, which is being trialed by Orange, Vodafone, Telefonica, and 3UK, allows mobile operators to offer mobile television and other multimedia services in their existing 3G spectrum. These solutions are all powered by key IPWireless performance enhancement technologies that boost the real-world performance of next-generation mobile networks - now and in the future. For more information, visit the company's Web site at www.ipwireless.com. Note Regarding Forward-Looking Statements This press release contains "forward-looking statements" for purposes of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. There can be no assurances that forward-looking statements will be achieved, and actual events or results could differ materially from the events or results predicted or from any other forward-looking statements made by, or on behalf of, NextWave, and should not be considered as an indication of future events or results. Important factors that could cause actual events or results to differ materially are discussed in greater detail in the filings of NextWave with the Securities and Exchange Commission. All such documents are available through the SEC's website at www.sec.gov. NextWave makes no commitment to revise or update any forward-looking statements in order to reflect changes in events or circumstances after the date any such statement is made, except as may be required pursuant to applicable law.