<PAGE>
Filed by Adaptive Broadband Corporation
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: Adaptive Broadband Corporation
Commission File No. 0-07428
November 14, 2000
The following information contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties which could cause actual
results to differ materially from those projected, anticipated or implied.These
statements are often indentified by words such as "expect", "anticipated" and
"intend." The forward-looking statements address the following subjects, among
others: expected date of closing the merger, future financial and operating
results, and timing and benefits of the merger. Statements regarding the
expected date of completion of the transaction are subject to the risk that the
closing conditions will not be satisfied, including the risk that regulatory
approvals will not be obtained or that the stockholders of Western Multiplex or
Adaptive Broadband will not approve the merger and that the merger will not be
consummated.
Statements regarding the expected benefits of the transaction and the company's
expected revenues and EBITA margins are subject to the following risks: that
expected synergies will not be achieved; that that businesses will not be
integrated successfully; that merger costs will be greater than expected; the
inability to identify, develop and achieve success for new products, services
and technologies; increased competition and its effect on the company's pricing
and need for marketing; disruption from the merger making it more difficult to
maintain relationships with customers, employees or suppliers; the inability to
establish or renew relationships with advertising, marketing, technology, and
product or component providers or suppliers; and to the general risks associated
with the companies' businesses.
Careful consideration also should be given to cautionary statements made in
Western Multiplex's reports filed with the Securities and Exchange Commission,
especially the section entitled "Risk Factors" in Western Multiplex's Form S-1
filed on July 20, 2000 and in Adaptive Broadband's reports filed with the
Securities and Exchange Commission, especially the section entitled "Risk
Factors" in Adaptive Broadband's Annual Report on Form 10-K for the year ended
June 30, 2000.
********************************************************************************
THE FOLLOWING IS THE SCRIPT FOR A CONFERENCE CALL REGARDING THE MERGER
HELD BY WESTERN MULTIPLEX CORPORATION AND ADAPTIVE
BROADBAND CORPORATION ON NOVEMBER 13, 2000
<PAGE>
Washington/Adams Conference Call Script
Draft #3 11/14/00 1:16 AM
Operator:
Ladies and Gentlemen, thank you for standing by. Welcome to the Western
Multiplex Corporation call to discuss the Western Multiplex-Adaptive Broadband
merger. At this time all participants are in listen-only mode. Later we will
conduct a question and answer session that will last [xx] minutes. At that time,
if you have a question, you will need to press the [x] button on your touch-tone
phone.
If you are disconnected from this call, please dial 800-819-9193]. As a
reminder, this conference is being recorded and broadcast live on the web.
With us today from Western Multiplex are Jon Zakin, Chairman and CEO, Amir
Zoufonoun, President and COO and Nancy Huber, CFO and from Adaptive Broadband we
have Fred Lawrence, Chairman and CEO, Dan Scharre, President and COO and Donna
Birks, CFO and EVP of Finance. I will now turn the conference over to Nancy
Huber.
<PAGE>
Host Speaker Nancy Huber
Thank you operator, and thanks everyone for joining us this afternoon. This is a
very exciting day for Western Multiplex and Adaptive Broadband, and we
appreciate you spending your time with us. You should have received your copy of
today's press release announcing the transaction. If you did not, you may view
it on our Web site, www.wmux.com, or call 408-542-5248, and we can fax you a
copy of the release.
Ladies and gentlemen, some of the statements we will make during this call,
which represent our expectations or beliefs concerning future events, are
forward-looking statements within the meaning of Section 21E of the Security and
Exchange Act of 1934. This provides a safe harbor for such statements. Our use
of the words such as estimate, anticipate, plan, believe, or similar
expressions, are intended to identify these statements.
We caution you that these statements reflect our current expectations, and are
subject to a number of risks and
<PAGE>
uncertainties including, but not limited to, factors that we'll discuss later,
and the factors set forth in both companies filings with the Securities and
Exchange Commission. Please refer to the Western Multiplex or Adaptive Broadband
filings for a more detailed discussion of forward-looking statements and the
risks and uncertainties of such statements. We cannot assure you that the
forward-looking statements we make will be realized. We do not undertake any
obligation to update this information, and you should recognize that this
information is only accurate as of today's date.
With that, let me begin with reading the financial portion of the press release:
Western Multiplex Corporation (Nasdaq: WMUX) and Adaptive Broadband Corporation
(Nasdaq: ADAP) today announced that we have signed a definitive merger
agreement. Under the terms of the deal Western Multiplex will acquire Adaptive
Broadband, a world leader in the broadband fixed wireless point-to-multipoint
market. Western Multiplex, a leader in broadband fixed-wireless communication
systems used by Internet Service Providers,
<PAGE>
telecommunications carriers and corporations, will pay US$645 million (based on
the Western Multiplex closing price for November 10, 2000) in an all stock
transaction.
Upon completion of the transaction, Adaptive Broadband will become a wholly
owned subsidiary of Western Multiplex, with the company headquartered in
Sunnyvale, Calif. Under the terms of the agreement, the shareholders will
receive a fixed exchange ratio of 1.345 Western Multiplex common shares for each
share of Adaptive Broadband stock. Based on the closing price of US$12.75 per
common share of Western Multiplex on November 10, 2000, this represents a price
of approximately $17.15 per share of Adaptive Broadband. The transaction, which
is expected to close in the first quarter of 2001, will be tax-free to Adaptive
Broadband's United States shareholders.
The transaction, which will be accounted for as a purchase, is expected to be
accretive to Western Multiplex's cash earnings per share (earnings before
amortization and other non-cash expenses) by the end of calendar year 2001
(excluding acquisition-related charges). The boards of directors of both
companies have unanimously approved the
<PAGE>
transaction and its completion is subject to customary closing conditions,
including regulatory approvals and the approval of the shareholders of both
companies.
I will now turn the call over to Jon Zakin.
JON ZAKIN
Thank you. I am extremely happy to announce this merger, creating a wireless
infrastructure powerhouse. The combined company, we believe, will be well
positioned to become the broadest based wireless infrastructure company in the
world.
I'd like to spend a few minutes discussing the strategy and rationale behind
this combination, and why we are optimistic about its chances of success.
This acquisition is a great fit for both companies. Combining Adaptive, the
leader in point-to- multipoint last mile access, with Western Multiplex, the
leader in point-to-point access for wireless access backhaul, enterprise
networks and fiber extension, creates an organization with the engineering,
technological, sales and marketing scale to truly offer
<PAGE>
integrated world class products to these large and growing markets.
Let me expand on this point a bit further. When the companies are combined, the
organizations will have technological depth second to none, with 160 engineers
and strength in both FDD and TDD wireless technology. We will have 37 patents
either granted, pending, applied for, or in process and our platforms and
protocols will span IP, Telco, ATM, Ethernet and Fast Gigabit Ethernet. The
combined company will have world class products and a leadership position in
three of the four wireless market segments--last mile access, campus and
enterprise connectivity, and mobile wireless backhaul.
From the Western Multiplex point of view, this merger represents a major step in
executing our vision to consolidate the wireless infrastructure industry--which
has been both fragmented and niche oriented--and to enhance network
functionality at the ISP and Telco level. Adaptive provides world class point to
multipoint technologies along with a major market position complementary to our
own. Together we will be able to offer our customers complete
<PAGE>
solutions incorporating last mile access and backhaul technologies from the edge
of the Internet cloud to the side of an end-user's home or office in a much more
timely and cost effective manner than Western Multiplex could on our own.
When we began discussions with Adaptive, it was clear we had similar
philosophies and visions regarding product functionality, integration, and the
evolution of our industry. Both companies also have tremendous expertise in the
license-free bands of the spectrum. Adaptive was evaluating alternatives and
investing valuable R & D resources to expand into the point-to-point market. We,
on the other hand, were investing heavily in point to multipoint technologies
with our Ubiquity team. This combination frees up resources from both companies
and we expect that new products will be available in the market sooner than if
we were both independent.
Specifically, we will be able to redeploy some of our engineers currently
working on our Ubiquity product to our OC3/OC12 development. The technology
developed by our
<PAGE>
Ubiquity point to multipoint team will enhance Adaptive's market-leading AB
Access platform and our Ubiquity engineers will be able to help Adaptive bring
out its low cost residential product and the Wireless Access Concentrator (WAC)
with integrated backhaul and last mile access out sooner.
On the sales side we expect to be able to sell the Adaptive's products though
our reseller channel, which comprises three major distributors and over 120
VARs. We believe this will increase AB Access sales to the campus and enterprise
market segment. We also will be able to sell the new Adaptive 3.5Ghz products
into our international markets. Western Multiplex has historically been strong
in Asia and Latin America, and has been weak in Europe. This was primarily
because we have not had the products that European frequencies require. With
Adaptive on board, we can immediately offer products in the 3.5 GHz band. We
also acquire a major R&D facility in Cambridge, England that we plan to expand.
In addition to the European markets, we expect the 3.5 GHz AB-Access product
will be applicable to markets in Taiwan, China, Malaysia, Mexico and Latin
<PAGE>
America. Adaptive also brings significant strategic relationships with Hitachi
in Japan and Casil in China.
We believe that our two companies can blend together smoothly. First, we have
agreed on a clear management structure that combines top talent from both
organizations. I will continue to be Chairman and CEO of Western Multiplex. Fred
Lawrence, Chairman and CEO of Adaptive will become a board member and advisor,
focused specifically on business opportunities in Europe. Dan Sharre, Adaptive
President and COO will become President and COO. Donna Birks, Adaptive CFO and
EVP of Finance becomes CFO and EVP of Finance. Amir Zoufonoun Western Multiplex
President and COO becomes EVP of Marketing, Research and Development. Fred
Corsentino, Western Multiplex EVP of Worldwide Sales becomes the EVP of
Worldwide Sales. Nancy Huber, Western Multiplex CFO will lead the transition and
integration teams.
For your guidance, we are targeting slightly better than $300 million in
consolidated revenue in 2001 with the expectation that Adaptive will have a
minimal effect on the first quarter. In our first full quarter of combined
operations, Q2, we
<PAGE>
anticipate sales in the $70-$75 million range. We are expecting to take write-
offs in Q1 that will substantially reduce profit. But we do expect the
transaction to be accretive to cash EPS by the 4/th/ quarter of 2001 and
thereafter. The combined company immediately following the deal is forecasting
gross margins at 45% and EBITA of 10%. The reduction in gross margin from our
50% level is due to the nature of point to multipoint equipment, where the hub
units have higher margins than the subscriber units and there are more
subscriber units being sold than hubs. We believe that by the end of 2001, we
will be entering the new year with a consolidated EBITA back at the 17% level
and that gross margins will improve as we begin to see synergies to the 47%
level.
One of the unique coincidences of this transaction is that the companies are
headquartered literally across the street from each other in Sunnyvale,
California. Apart from sharing the same Highway 101 off-ramp, we also share a
common vision and belief in the strategic rationale of the combination. We have
almost no redundancy in technology, products and market focus, and a management
team that is experienced managing business combinations. We feel highly
confident
<PAGE>
that our management teams will be able to insure a smooth transition and
integration of the two organizations.
Based on our experiences during the due diligence process, I can state that both
teams are very excited and highly motivated to build this new world-class
organization. Both organizations bring a great deal of focus and passion to this
opportunity and it is very exciting for all concerned.
And with this, I will turn it over to Fred Lawrence, Adaptive Broadband Chairman
and CEO for his remarks.
Thanks very much, Jon. I'm extremely excited to be here with Jon today on behalf
of our two companies. This is a fabulous combination that changes the wireless
infrastructure landscape in many ways.
This merger creates a large and broad wireless infrastructure leader with more
than [$135 million] in annual revenue over the last 12 months. The product
lines, brands, distribution channels and technologies are very complementary.
Together, the two companies can provide
<PAGE>
significantly more products and wireless infrastructure solutions through more
channels in more parts of the world than either of us could do alone, and I
believe this creates great opportunities for revenue and earnings growth in the
future. As we said earlier, the combined company will have world class products
and a leadership position in three of the four wireless market segments--last
mile access, campus and enterprise connectivity, and mobile wireless backhaul.
I also believe, as Jon pointed out, that the two companies are very compatible
in corporate culture, management and the view of the future of the industry.
Both companies have management with a long history of doing acquisitions, so
we're very familiar with the process of combining with other companies.
Adaptive Broadband has been moving forward on a strategy of further
strengthening its position and market share in point to multipoint markets, as
evidenced by our recent introductions of our MMDS and 3.5 Ghz products. By
merging, Adaptive and Western Multiplex have a tremendous opportunity to fast
forward our strategy to offer
<PAGE>
even broader product lines to more geographies and channels than either one of
us could as a standalone entity.
So, on behalf of Adaptive, I'm very pleased to join Jon as a board member, and
as an advisor, and look forward to the opportunities this transaction provides
to our employees, customers and shareholders. Thank you.
JON:
Thank you Fred. Before we open this up to questions, I would like to state that
the merger document and other documents defining this transaction have been
filed shortly with the SEC and will be available for viewing at [SEC.GOV] or
through a hot link on our website: www.wmux.com. With that, we would like to
------------
invite you to ask questions.
<PAGE>
**************************************** * * * * * * * * * * * * * * * * * * * *
ADDITIONAL INFORMATION AND WHERE TO FIND IT
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. The joint proxy statement/prospectus will be
filed with the Securities and Exchange Commission by Western Multiplex and
Adaptive Broadband. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus (when it is available) and other documents
filed by Western Multiplex and Adaptive Broadband at the Commission's web site
at www.sec.gov. The joint proxy statement/prospectus and these other documents
may also be obtained for free from the parties.
In addition to the joint proxy statement/prospectus, Western Multiplex and
Adaptive Broadband file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission. You may read
and copy any reports, statements or other information filed by Western Multiplex
and Adaptive Broadband at the Securities and Exchange public reference rooms at
450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the Commission's
other public reference rooms in New York, New York and Chicago, Illinois.
Western Multiplex's and Adaptive Broadband's filings with the Commission are
also available to the public from commercial document-retrieval services and at
the website maintained by the Commission at http://www.sec.gov.
------------------
Western Multiplex, Adaptive Broadband and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the security holders of Western Multiplex and Adaptive Broadband in
favor of the merger. The directors and executive officers of Western Multiplex
and their beneficial ownership of Western Multiplex common stock are set forth
in the registration statement filed by Western Multiplex on Form S-1 on July 20,
2000. The directors and executive officers of Adaptive Broadband and their
beneficial ownership of Adaptive Broadband common stock are set forth in the
proxy statement for the 2000 annual meeting of Adaptive Broadband. In addition,
in connection with signing the merger agreement, certain executive officers of
Adaptive Broadband have entered into employment agreements with Western
Multiplex, upon completion of the merger, certain directors of Adaptive
Broadband will become directors of Western Multiplex, the executive officers of
Adaptive Broadband own options to purchase shares of Adaptive Broadband common
stock which will become vested and exercisable in connection with the merger and
Western Multiplex has agreed to provide indemnification and director and officer
liability insurance coverage to the directors and executive officers of Adaptive
Broadband following the merger. Security holders of Western Multiplex and
Adaptive Broadband may obtain additional information regarding the interests of
the foregoing people by reading the joint proxy statement / prospectus when it
becomes available.
CONTACT:
Nancy Huber
Western Multiplex Corporation
(408) 542-5225
[email protected]
Stephanie Day
Adaptive Broadband Corporation
Investor Information Line
(Toll-free 1-888-225-6789)
www.adaptivebraodband.com
