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.
