<PAGE>
Filed by Western Multiplex 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 13, 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 identified 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 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 A PRESS RELEASE DISSEMINATED BY WESTERN MULTIPLEX
CORPORATION AND ADAPTIVE BROADBAND CORPORATION ON NOVEMBER 13,
2000
<PAGE>
FOR RELEASE NOVEMBER 13, 2000 AT 6:00 AM EST
CONTACT:
Western Multiplex
Karen J. Novak/Media Relations
408-542-5282
[email protected]
---------------
Nancy Huber/CFO
408-542-5225
[email protected]
---------------
Adaptive Broadband
Stephanie Day/IR
408-743-3429
[email protected]
--------------------------
Editor's note: The company's conference call with analysts and institutional
investors will be broadcast live over the Internet today at 10:30 am EST. Log on
to http://www.wmux.com, click on "Investor Information" then on "Click here to
-------------------
listen to a live webcast of the call." The call will also be recorded and
available for replay beginning mid-day 11/13/00. In the United States call:
888-203-1112 and enter pass code 750210. Outside the U.S. call: 719-457-0820 and
enter pass code 750210.
WESTERN MULTIPLEX AND ADAPTIVE BROADBAND COMBINING TO
CREATE A BROADBAND WIRELESS POWERHOUSE
$645 Million Merger Begins Consolidation of Wireless Broadband Market
Sunnyvale, Calif.,--November 13, 2000--Western Multiplex Corporation (Nasdaq:
WMUX) and Adaptive Broadband Corporation (Nasdaq: ADAP) today announced that
they have signed a definitive merger agreement in which Adaptive Broadband, a
leader in the broadband fixed wireless point-to-multipoint market, will merge
with Western Multiplex. Western Multiplex, also a leader in broadband
fixed-wireless communication systems used by Internet Service Providers,
telecommunications carriers and corporations, has agreed to issue stock valued
at US$645 million (based on the Western Multiplex closing price for November 10,
2000) in the transaction. The merger underscores Western Multiplex's and
Adaptive Broadband's strategy of consolidating the large and growing broadband
fixed-wireless market in order to obtain the technological breadth and scale to
meet the increasing demand for integrated products vendor stability, service,
and support.
<PAGE>
Jonathan Zakin, Chairman and Chief Executive Officer of Western Multiplex said,
"The combination of Western Multiplex and Adaptive Broadband creates the
broadest-based wireless infrastructure company in the world. As a leading
provider of comprehensive end-to-end broadband fixed-wireless solutions, the
combined company will now be able to offer point-to-point and point-to
multipoint products for last mile access, campus and enterprise connectivity and
wireless access backhaul. In addition, this combination will speed the time to
market of Western Multiplex's wireless access concentrator - an integrated
product that provides both a point-to-point and point-to-multipoint solution."
Under the terms of the agreement, which has been approved unanimously by the
boards of directors of both companies, Adaptive Broadband will become a wholly
owned subsidiary of Western Multiplex, with the company headquartered in
Sunnyvale, California. On the closing of the merger, Adaptive Broadband's
shareholders will receive a fixed exchange ratio of 1.345 Western Multiplex
common shares for each share of Adaptive Broadband stock owned by them at such
time. 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).
Jonanthan Zakin, Western Multiplex Chairman and CEO, will remain Chairman and
CEO of the combined company. Following the close of the transaction, Frederick
Lawrence, Adaptive Broadband Chairman and CEO will become a member of the
combined company's board of directors. Adaptive Broadband President and COO
Daniel Scharre will join Western Multiplex as President and COO, and will also
serve on the combined company's board of directors.
<PAGE>
Based in Sunnyvale, Calif., Adaptive Broadband is a leading provider of point to
multipoint products with both ATM and IP interfaces based on TDD RF
architecture. The company develops products in the UNII 5.x band for domestic
applications, the 3.5 GHz band for international applications and the MMDS 2.5
GHz band for both domestic and international applications. Its end-user
customers include Fuzion Wireless, BroadbandNow! and Global Pacific Wireless.
Its strategic partners include Hitachi (Japan) and Casil Telecom (China).
"This transaction is the first step toward the consolidation of the wireless
infrastructure industry, which is both fragmented and niche oriented," said
Jonathan Zakin, Western Multiplex Chairman and CEO. "The combined company
reinforces our belief that to best serve our customers, we need to provide full
end-to-end wireless connectivity from the side of the Internet cloud or fiber
ring to an end user's home or office. We believe this combination uniquely
positions us to meet the needs of the major deployers of wireless networks."
"This transaction takes us to the next level of business opportunities," said
Adaptive Broadband President and COO Daniel Scharre. "Western Multiplex enables
us to give customers more choices for wireless connectivity, and we have
complementary market-leading technology. We get the chance to join an industry
leader that has been driving adoption of fixed-wireless, and we share a common
philosophy and vision for the future."
The transaction is subject to customary closing conditions, including regulatory
approvals the approval of the shareholders of both companies. WMC Holding LLC, a
majority shareholder of Western Multiplex controlled by Ripplewood Holdings LLC
and its affiliates, has agreed to vote in favor of the merger. In certain
limited circumstances, the transaction may be terminated by either party
following the shareholder votes if market conditions adversely affect the stock
price of Western Multiplex.
About Western Multiplex Corporation
-----------------------------------
<PAGE>
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
Western Multiplex Investor Information Service, call toll free at 877-9WMUX-IR
(877-996-8947).
About Adaptive Broadband Corporation
------------------------------------
Adaptive Broadband (Nasdaq: ADAP) is a data networking solutions 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 3.5GHz (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 25Mbps, 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. The company's website
is www.adaptivebroadband.com.
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."
<PAGE>
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. 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.
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
<PAGE>
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.
##############
<PAGE>
2
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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.adaptivebroadband.com
