INTERWAVE COMMUNICATIONS INTERNATIONAL LTD
8-K, EX-20.1, 2000-07-18
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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EXHIBIT 20.1
PRESS RELEASE



                        INTERWAVE ACQUIRES ASSETS OF 3C LIMITED
                                   FOR $6 MILLION

                        Expanded Research and Development Capabilities Support
                                  Company's Community Network Markets


                        THURSDAY, JUNE 29, 2000
                        MENLO PARK, Calif., United States -- interWAVE
                        Communications International, Ltd. (Nasdaq: IWAV) today
                        announced that it has signed a definitive agreement to
                        purchase intellectual property and other assets of 3C
                        Limited, a Hong Kong-based telecommunications technology
                        developer with operations in Hong Kong and Shenzhen,
                        China.

                        In a transaction that will be accounted for as a
                        purchase and expected to close in July 2000, interWAVE
                        will pay $6 million in cash to 3C for the block of
                        assets. Specifically, interWAVE has agreed to purchase
                        assets including the designs for a high-reliability
                        tandem switch, a fiber-optic (OC3) access and switching
                        system, prepaid services software, call center system,
                        and a variety of protocol converters, ASICs, DSP-based
                        processing modules and protocol stacks and a wide range
                        of telecommunications technology that has an installed
                        base of more than 700,000 subscribers in China.

                        3C has been in business for 13 years and has two joint
                        ventures in China, which will continue to be operated
                        after this purchase. Twenty-one employees from the
                        engineering organization at 3C will become employees of
                        interWAVE as a result of this purchase.


                        The acquisition of 3C assets supports interWAVE's
                        strategy to develop and deploy wireless communications
                        networks in growing markets throughout Asia and
                        elsewhere. This acquisition expands interWAVE's ability
                        to more aggressively pursue the community applications
                        and provides development engineering resources dedicated
                        to support the evolutionary growth of the company's
                        products.

                        "The intellectual property embodied in the assets
                        acquired in this transaction represents a sizeable
                        investment on the part of 3C since their inception.
                        These product technologies and engineering expertise
                        provide us with a leap forward in delivering total
                        network solutions, allowing us to meet the explosive
                        opportunity in this market," said Dr. Priscilla M. Lu,
                        Chairman and Chief Executive Officer of interWAVE. "We
                        are very excited to have the engineering team of 3C join
                        our company and we expect the addition of the acquired
                        technologies and the engineering talent to add
                        incrementally to our overall revenue and operating
                        results immediately. We have had the opportunity to work
                        with this team on a number of projects already, and we
                        have been impressed with their technological depth in
                        the switching and networking areas, and their overall
                        understanding of the China market." According to James
                        Wang, Chief Executive Officer of 3C, "interWAVE has

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                        been a strategic partner of ours for five years, and we
                        are very excited to be joining the interWAVE family.
                        Combining our expertise will result a very competitive
                        solution for the wireless community market for China and
                        other parts of Asia."

                        Wang co-founded 3C in 1986 and was its chairman and
                        chief executive officer from 1996 to the present. After
                        the asset purchase is completed, Wang will leave 3C and
                        will join the interWAVE team as Executive Director, Asia
                        research and development.

                        The pending transaction has been approved by the
                        shareholders of 3C Limited and the board of directors of
                        interWAVE, and closing is pending conclusion of
                        regulatory requirements in Hong Kong.

                        About interWAVE Communications
                        interWAVE Communications International, Ltd. has
                        pioneered the only commercially available system that
                        provides all of the infrastructure equipment and
                        software necessary to support an entire wireless network
                        within a single compact system. interWAVE's WAVE-IP`
                        network system is the first to offer interoperability
                        between Global System for Mobile communications (GSM)
                        networks and networks based on the Internet protocol.

                        The company markets and sells its products globally
                        through strategic relationships with Alcatel and Nortel
                        Networks, as well as through other communications
                        equipment providers, systems integrators and a direct
                        sales force. interWAVE holds 16 patents, with 13 more
                        pending in the U.S. Patent Office. Since 1997, the
                        company has shipped more than 1,500 units, which are now
                        installed in GSM networks in 27 countries. The company
                        has nearly 200 employees worldwide with most operations
                        based in California's Silicon Valley and sales and
                        service offices in Hong Kong and Paris. interWAVE
                        actively participates and is affiliated with Third
                        Generation Partnership Program (3GPP), GSM Association,
                        European Telecommunications Standards Institute (ETSI)
                        and The Association for Telecommunications Professionals
                        in Higher Education (ACUTA). Additional information
                        about interWAVE Communications is available on the
                        company's website at http://www.iwv.com.

                        Editor's Note: interWAVE is a registered trademark and
                        WAVEXchange, WAVEXpress/BSC, WAVEXpress/BTS,
                        WAVEView/OMC, and WAVE-IP are trademarks of interWAVE
                        Communications International, Ltd.

                                                 # # #

                        This news release contains forward-looking statements
                        that are subject to known and unknown risks and
                        uncertainties that could cause the results of interWAVE
                        Communications International, Ltd. to differ materially
                        from management's current expectations. These risks and
                        uncertainties include, but are not limited to, the risks
                        relating to interWAVE's history of losses, the
                        expectation of future losses, reliance on a small number
                        of customers, complexity of products, difficulties in
                        introducing new or enhanced products, compliance with
                        regulations and evolving industry standards, long sales
                        cycles, intense competition, management of global
                        operations, the ability to retain and motivate key
                        employees, and the Risk Factors discussed in the initial
                        public offering prospectus dated January 28, 2000, and
                        in the filings and reports made from time to time by
                        interWAVE with the Securities and Exchange Commission.
                        interWAVE assumes no obligation to update any
                        forward-looking statements, which speak only as of their
                        respective dates.



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