NextWave Buys IPWireless 640395

SAN DIEGO -- 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 Wireless Inc. (Nasdaq: WAVE)

IPWireless Inc.