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Filed by LTI Holdings, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: LTI Holdings, Inc.
Commission File No. 000-21061
333-43098
On August 4, 2000, LTI Holdings, Inc. and SPEEDCOM Wireless International
Corporation issued the following joint press release announcing their execution
of a definitive merger agreement.
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[Wave Wireless
Networking logo]
FOR 4:15 PM RELEASE
AUGUST 4, 2000
941-358-9283
941-355-0219 FAX
LTI HOLDINGS, INC. AND SPEEDCOM WIRELESS INTERNATIONAL CORPORATION EXECUTE
DEFINITIVE MERGER AGREEMENT; INVESTOR RELATIONS FIRM RETAINED BY SPEEDCOM
ATLANTA, GA, August 4, 2000 - LTI Holdings, Inc. (OTC-BB: LAMT.OB) and SPEEDCOM
Wireless International Corporation, a privately held wireless broadband
manufacturer based in Sarasota, Florida, jointly announced today that they have
signed a definitive merger agreement.
Under the terms of the merger agreement, LTI Holdings will acquire SPEEDCOM in
return for shares of LTI Holdings' common stock. Upon completion of the
transaction, current LTI Holdings' stockholders will own approximately 8% of the
post-merger company and current SPEEDCOM stockholders will own approximately 92%
of the post-merger company, subject to adjustment based upon LTI Holdings' cash
position at closing. The parties expect to rename the combined company SPEEDCOM
Wireless Corporation and continue SPEEDCOM's current business.
The merger is expected to be tax-free to the stockholders of both companies. The
closing of the transaction is subject to customary conditions, including the
approval of the stockholders of both LTI Holdings and SPEEDCOM and the
effectiveness of LTI Holdings' S-4 Registration Statement, filed today with the
Securities and Exchange Commission.
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LTI Holdings' Chairman, President & Chief Executive Officer, Michael Noonan
stated, "The merger represents an excellent opportunity for LTI stockholders to
participate in a leading company in the exciting wireless broadband industry."
SPEEDCOM'S President, Michael McKinney agreed stating, "We are pleased to be
moving one step closer to closing this strategically important transaction.
SPEEDCOM's merging with LTI creates an excellent platform for future growth."
SPEEDCOM HIRES DEL MAR CONSULTING GROUP
Separately, SPEEDCOM announced that it has retained The Del Mar Consulting
Group, Inc. ("DCG") based in Del Mar, Calif., to assist the Company in the area
of Investor Relations, corporate communications and strategic management
planning. Robert B. Prag, President of DCG, has extensive experience in these
disciplines and has earned an outstanding reputation within the investment
community.
ABOUT LTI HOLDINGS
LTI Holdings, formerly known as Laminating Technologies, Inc. had been a
developmental stage company supplying a technology to provide barrier
laminations in the manufacture of corrugated specialty packaging products. In
June 1999, the company sold all of its operating assets and ceased its
historical business. Since that time, the company has been seeking to
maximize its shareholders' value through a merger, acquisition or similar
business combination.
ABOUT SPEEDCOM WIRELESS INTERNATIONAL CORPORATION
SPEEDCOM Wireless International is a six-year old multi-national company based
in Sarasota, Florida. Through its Wave Wireless Networking division, SPEEDCOM
manufactures a variety of broadband wireless products, including its award
winning SPEEDLAN family of wireless Ethernet bridges and routers. ISPs, Telco
operators and private organizations throughout the world use SPEEDCOM'S products
to provide "last-mile" wireless connectivity between multiple buildings at
speeds up to 100 Mbps and distances of more than 25 miles. SPEEDCOM had trailing
twelve-month revenues of over $7 million and is an ISO 9001 Registered company.
SPEEDCOM competes with other wireless companies including Breezecom (NASDAQ:
BRZE), Waverider (OTCBB: WAVC), Aironet (a division of Cisco (NASDAQ: CSCO)) and
Orinoco (a division of Lucent (NYSE: LU)).
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Additional Information and Where to Find It: LTI Holdings has filed a
Registration Statement on Form S-4 with the Securities and Exchange Commission
in connection with the merger, and LTI Holdings will mail a proxy
statement/prospectus to the stockholders of LTI Holdings and SPEEDCOM containing
important information about the merger. Investors and security holders of both
LTI Holdings and SPEEDCOM are advised to read the Registration Statement and
proxy statement/prospectus regarding the merger carefully because it contains
important information. Investors and security holders may obtain free copies of
these documents and other documents filed by LTI Holdings at the Securities and
Exchange Commission's web site at http://www.sec.gov. The Registration Statement
and proxy statement/prospectus may also be obtained from LTI Holdings or
SPEEDCOM by directing such requests to the companies.
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LTI Holdings and its officers and directors may be deemed to be participants in
the solicitation of proxies from LTI Holdings' stockholders with respect to the
merger. Information regarding these officers and directors, including a
description of any interests that such directors and executive officers have in
the merger, is included in the Registration Statement and proxy
statement/prospectus filed with the Securities and Exchange Commission.
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"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release which are not historical facts
are forward looking statements subject to risks and uncertainties that could
cause actual results to differ materially from those set forth in the forward
looking statements, including the risk that the company may not be able to
complete the merger described herein and other risks set forth in the company's
Securities and Exchange Commission filings.
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FOR MORE INFORMATION CONTACT:
LTI HOLDINGS, INC.:
Michael E. Noonan
Chairman, President and Chief Executive Officer
770-454-7403
703-451-9131 (fax)
SPEEDCOM WIRELESS INTERNATIONAL CORPORATION
Jay O. Wright
Chief Financial Officer
941-358-9283
941-358-6208 (fax)
http://www.speedlan.com
