Strategic combination creates a broader product portfolio for the companies to provide integrated wireless solutions

December 1, 2003

3 Min Read

SANTA ANA, Calif. -- Powerwave Technologies, Inc. (Nasdaq:PWAV) ("Powerwave") and LGP Allgon Holding AB (ST:LGPA) ("LGP Allgon") today announced that they have agreed to combine their businesses in a strategic transaction under which Powerwave will acquire all of the outstanding shares of LGP Allgon common stock. The transaction, valued at approximately $407 million(1), will be effected through a tender offer (the "Offer") whereby Powerwave will exchange 1.1 newly issued Powerwave shares for each LGP Allgon share. This strategic combination will create a worldwide leader in the design and manufacture of a broad range of wireless infrastructure products with the capabilities to provide total customer solutions.

Bruce C. Edwards, president and chief executive officer of Powerwave, stated, "The combination of Powerwave and LGP Allgon will extend our leadership in wireless infrastructure across key products and solutions, including coverage and capacity solutions and key base station subsystems. Combining our complementary geographical strengths and customer relationships will lead to numerous cross-selling opportunities for the combined company's products on a global basis. We are excited about the opportunity to leverage one of the broadest portfolios of products and services in the wireless industry to enhance our leadership position in OEM and operator direct channels. We at Powerwave are proud to welcome the LGP Allgon team which has a strong heritage of product excellence and business execution."

Commenting on the Offer today, Bengt Broman, president and chief executive officer of LGP Allgon, said, "LGP Allgon and Powerwave are an excellent combination. This strategic combination will result in a broader product portfolio for the existing generation technologies and provide a stronger platform for providing next generation technologies. This strategic combination will significantly expand geographic coverage for both businesses across all customer segments and markets and will create a truly global provider of higher value integrated wireless solutions."

The combined company will have an enhanced platform to capture the next generation or 3G technology rollout with a broad product portfolio which includes multi-carrier power amplifiers, antennas, repeaters, integrated transceivers, and tower-mounted amplifiers. The combined company will also be able to offer to both original equipment manufacturers and mobile network operators a wide range of current generation products, including antennas, RF filters, RF power amplifiers, TMAs, combiners, repeaters, boosters, and a wide range of integrated products for use with wireless networks worldwide.

Under the terms of the Offer, which has been unanimously approved by the Board of Directors of both companies, LGP Allgon shareholders will receive 1.1 shares of newly-issued Powerwave common stock for each LGP Allgon share that they own. Based on Powerwave's closing price on the Nasdaq National Market on November 28, 2003, the transaction values LGP Allgon shares at SEK 61.87 ($8.1950(1)) per share. In addition, LGP Allgon shareholders will be offered the opportunity, under a cash alternative, to elect for all or a specified number of their LGP Allgon shares to be acquired by Powerwave for SEK 61.87 ($8.1950(1)) in cash per LGP Allgon share. LGP Allgon shareholders may tender their shares under both the share and cash alternative. The cash alternative of the Offer is not contingent on any external financing.

The cash alternative is subject to an aggregate maximum disbursement of $125 million (SEK 944 million(1)). In the event of a higher acceptance level, a proportionate reduction will be made, and excess shares shall be deemed tendered in accordance with the share alternative.

Following completion of the Offer and assuming all outstanding shares of LGP Allgon are tendered for stock, Powerwave shareholders will own approximately 54% and LGP Allgon shareholders will own approximately 46% of the combined company, on a basic share basis excluding Powerwave's convertible subordinated notes.

PowerWave Technologies Inc.

LGP Allgon Holding AB

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