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Mimix
Broadband, Inc. Enters Agreement to Acquire Assets of Celeritek, Inc.
March 14, 2005, Houston, Texas and Santa Clara, California
- Mimix Broadband, Inc. and Celeritek, Inc. (Nasdaq: CLTK) jointly
announced today they have entered into an asset purchase agreement
pursuant to which Mimix will acquire substantially all of Celeritek's
assets relating to its Gallium Arsenide (GaAs) semiconductor components
business for $2.8 million in cash. Under the agreement, Mimix will
also assume approximately $6 million in liabilities of Celeritek.
Assets excluded from the transaction include Celeritek's cash, cash-equivalents
and certain other non-operating assets.
Celeritek's GaAs semiconductor components business designs and
manufactures radio frequency integrated circuits (RFICs), low noise
amplifiers, gain blocks and power amplifier modules, using GaAs
based device technology. These products are used in a variety of
commercial and defense applications. Following the transaction,
Mimix intends to maintain the business in Santa Clara, California.
"Celeritek's 19 years of expertise in designing and manufacturing
GaAs components will give Mimix an immediate platform to expand
its product portfolio and serve new, complementary markets,"
stated Rick Montgomery, CEO of Mimix Broadband, Inc. "As a
result of this transaction, Mimix will be able to offer a more diversified
product portfolio to serve the top tier telecom, satellite and defense
companies and will have the assets and capabilities to be a leading
player in both the microwave and millimeter-wave semiconductor marketplaces."
The closing of the asset sale is subject to approval by Celeritek's
shareholders and other closing conditions. The $2.8 million purchase
price is subject to adjustment based on Celeritek's working capital
at the time of closing. $300,000 of the purchase price will be held
in escrow for six months to satisfy any indemnification claims by
Mimix.
If the asset sale is consummated, Celeritek will have no remaining
operating assets and, subject to the approval of its shareholders,
intends to wind up its business and effect a complete liquidation
and dissolution. In connection with such dissolution, Celeritek
plans to distribute its remaining assets to its shareholders after
satisfying or
adequately providing for all of its remaining liabilities. The timing
of such distribution to shareholders has not been determined. Provided
that Celeritek has adequate assets to do so, Celeritek's board of
directors may determine to make an initial cash distribution to
shareholders following the closing of the proposed asset sale to
Mimix.
Janney Montgomery Scott served as financial advisor to Mimix in
connection to this transaction.
About Mimix
Mimix Broadband, Inc., an ISO 9001-registered company, designs,
develops and supplies high performance monolithic microwave integrated
circuits (MMICs) for microwave and millimeter-wave wireless communications
applications. Mimix has assembled a team of world-class scientists
that has focused on the development of state-of-the-art millimeter-wave
MMICs for the last decade. The Company also leverages strategic
partnerships for manufacturing, in order to expedite the time-to-market
cycle and meet market requirements. Mimix combines its design capabilities
in complete communications systems with semiconductor device expertise
to deliver innovative solutions for its customers' most challenging
applications. For additional information, please visit www.mimixbroadband.com.
About Celeritek
Celeritek designs and manufactures GaAs semiconductor components
used in defense applications and commercial communications networks.
Its GaAs semiconductor components primarily consist of transmit
solutions, including power amplifiers, control devices, gain blocks
and millimeter wave devices for use in defense and commercial applications.
Commercial semiconductor applications include wireless communication
network and satellite applications. For additional information,
please visit www.celeritek.com.
Forward-Looking Statements Cautionary Notice
This press release contains forward-looking statements, as defined
in the Private Securities Litigation Reform Act of 1995, with respect
to the transaction between Celeritek and Mimix, the benefits of
the transaction to Mimix and Celeritek's dissolution after the transaction.
These statements involve risks and uncertainties. Actual results
could differ materially from these forward-looking statements. Many
factors could change anticipated results. For example, the closing
of the asset purchase transaction is subject to several important
closing conditions, the failure of any one of which may result in
the transaction not being consummated. Further, if the asset sale
does occur, there is no guaranty regarding the amount or timing
of any distributions of cash to Celeritek's shareholders. These
and other factors that are relevant to the proposed transactions
are, and will be, included in Celeritek's reports filed with the
Securities and Exchange Commission ("SEC") and the documents
referred to below that Celeritek will file with the SEC. Neither
Mimix nor Celeritek undertake any obligation to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Additional Information
This press release is for informational purposes only. It does not
constitute an offer to purchase shares of Celeritek, Inc. or a solicitation
or recommendation statement under the rules and regulations of the
SEC. Celeritek will file a Form 8-K with the SEC containing the
terms of the asset purchase agreement and will mail a proxy statement
to shareholders of Celeritek in connection with the proposed sale
of assets and dissolution. Shareholders of Celeritek are urged to
read the proxy statement and any other relevant documents filed
with the SEC when they become available because they will contain
important information. Investors and security holders may obtain
a free copy of these materials (when they are available) and other
documents filed with the SEC at www.sec.gov. A free copy of the
proxy statement, when it becomes available, may also be obtained
from Celeritek, Inc., 3236 Scott Boulevard, Santa Clara, CA 95054,
Attn.: Investor Relations. In addition, investors and security holders
may access copies of the documents filed with the SEC by Celeritek
at www.celeritek.com. Information regarding the identity of the
persons who may, under SEC rules, be deemed to be participants in
the solicitation of shareholders of Celeritek in connection with
the transactions, and their direct and indirect interest, by security
holding or otherwise, in the solicitation, will be set forth in
a proxy statement that will be filed by Celeritek with the SEC.
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