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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
Registration No. 333-51142
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY ADAPTIVE BROADBAND CORPORATION
ON DECEMBER 5, 2000
December 5, 2000
ADAPTIVE BROADBAND AND WESTERN MULTIPLEX FILE
PRELIMINARY S-4 RELATED TO PROPOSED MERGER
Merger Creates a Leading Provider of End-to-End Wireless Broadband
Infrastructure Products
Sunnyvale, Calif., December 5, 2000--Adaptive Broadband Corporation (Nasdaq:
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ADAP) announced the filing with the Securities and Exchange Commission of a
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registration statement on Form S-4 related to its proposed merger with Western
Multiplex Corporation (Nasdaq: WMUX)). As previously announced, the merger will
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be a stock-for-stock transaction in which Western Multiplex will acquire
Adaptive Broadband for 1.345 Western Multiplex common shares for each share of
Adaptive Broadband stock currently owned. The filing can be viewed at
http://www.sec.gov.
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Benefits of the Merger
The combined company formed by the merger of Adaptive Broadband and Western
Multiplex will be one of the leading providers in the broadband fixed wireless
equipment industry. Among the specific benefits to Adaptive Broadband are the
following:
. Adaptive Broadband will be better positioned to respond to its customers'
requests for an integrated wireless broadband system, including both
point-to-point and point-to-multipoint products.
. The merger will accelerate the development of Adaptive Broadband's sales
channels, by enabling the company to sell its products through the
approximately 120 Value Added Resellers (VARs) already doing business with
Western Multiplex.
. The merger will open up new market opportunities, including the
enterprise/campus market, for Adaptive Broadband's AB-Access high-speed fixed
wireless broadband products by giving it access to Western Multiplex's
existing worldwide sales and support organization.
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. The combined company's management team, composed of senior executives from
both companies, will have significant experience and expertise in sales and
marketing, product development, technology, business development and
consolidation.
. The merger will enable Adaptive Broadband to leverage the R&D, engineering
and technical capabilities of Western Multiplex to facilitate faster product
introduction, accelerated cost reduction and additional development of
product features, enhancing the company's ability to drive and benefit from
technological change and market opportunities.
. The broadened product lines and greater financial resources of the combined
company will mitigate the business cycle risks associated with both the
introduction of new products and the emerging, high growth broadband
communications market.
The transaction, which is expected to be completed in the first quarter of 2001,
is subject to customary closing conditions, including regulatory approvals and
approval by shareholders of both companies.
About Adaptive Broadband
Adaptive Broadband (www.adaptivebroadband.com) is a data networking solutions
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company that is developing leading-edge technology for the deployment of
broadband wireless communication over the Internet. Its AB-Access platform is a
leading commercial choice for fixed broadband wireless communication. AB-Access
technology spans the frequency range from 2 to 42 GHz. While the first releases
for AB-Access are for applications using the 5 GHz U-NII (Unlicensed National
Information Infrastructure), 2.5 GHz MMDS (Multi-channel, Multipoint
Distribution Service) and 3.5 GHz (International WLL) products are also
available. Additionally, Adaptive Broadband recently announced an LMDS (Local
Multipoint Distribution Service) version of AB-Access. Currently being deployed
at the ultra-high speed of 25 Mbps, both transmitting and receiving, product
capacity is planned to increase in 2001, as requested by customers. Currently
positioned as a fixed offering, portable versions of AB-Access are planned to
coincide with the expanded roll-outs of wireless broadband services in 2001.
About Western Multiplex Corporation
Western Multiplex Corporation (NASDAQ:WMUX) is a leader in broadband fixed-
wireless communication systems used by leading Internet Service Providers,
telecommunications carriers and corporations worldwide. The company's fixed-
wireless telco and IP based systems address the growing need of service
providers and end-users to rapidly and cost-effectively deploy high-speed
communication networks for mobile communication backhaul, fiber extension,
multi-tenant/multi-dwelling unit Internet access, enterprise, government and
education campus connectivity and enable last mile access. The company's website
is: www.wmux.com For customer information, call toll free 800-404-9840. For the
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Western Multiplex Investor Information Service, call toll free at 877-9WMUX-IR
(877-996-8947).
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Safe Harbor
This press release includes forward-looking information and statements that are
subject to risks and uncertainties that could cause actual results to differ
materially. These statements are often identified by words such as "expect,"
"anticipated" and "intend."
Statements regarding the expected 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 are subject to the
following risks: that expected synergies will not be achieved; that the
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.
For additional risks relating to the proposed merger and risks relating to the
combined company see the Registration Statement on Form S-4 (Registration No.
333-51142). For risks about Western Multiplex's business; see its Form S-1 filed
on July 20, 2000, and subsequent Forms 10-Q and 8-K, and for risks about
Adaptive Broadband's business, see its Form 10-K for the year ended June 30,
2000, and subsequent Forms 10-Q and 8-K, as well as its other SEC filings.
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. Western Multiplex and Adaptive Broadband
will mail the joint proxy statement prospectus to their respective stockholders
prior to the special meeting of stockholders. 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
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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. Investors and security holders of Western Multiplex and
Adaptive Broadband may obtain additional information regarding the interests of
the foregoing people by reading the Registration Statement on Form S-4
(Registration No. 333-51142) filed with the Securities and Exchange on December
1, 2000, and the joint proxy statement/prospectus when it becomes available.
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Adaptive Broadband Contact:
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Stephanie M. Day Investor Information Line:
Vice President-Investor Relations and (Toll-free) 1-888-225-6789
Corporate Communications www.adaptivebroadband.com
(408) 743-3429 -------------------------
(408) 743-3482 Fax
[email protected]
Western Multiplex Contact:
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Karen J. Novak
Media Relations
408-542-5282
[email protected]
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Nancy Huber
CFO
408-542-5225
[email protected]
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