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Document is copied.
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
January 2, 2001
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.
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THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY WESTERN MULTIPLEX CORPORATION
ON JANUARY 2, 2001.
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WESTERN MULTIPLEX REACTS TO ADAPTIVE BROADBAND ANNOUNCEMENT
SUNNYVALE, Calif., January 2, 2001--Western Multiplex Corporation (Nasdaq: WMUX)
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authorized the following statement in response to today's announcement by
Adaptive Broadband Corporation (Nasdaq: ADAP).
Jonathan Zakin, Western Multiplex Chairman and CEO today said: "We are
obviously disappointed to hear Adaptive's latest news. These adverse
developments in Adaptive's results and prospects are material, and we intend to
evaluate all of our alternatives with respect to the proposed transaction in
light of this new information."
About Western Multiplex Corporation
Western Multiplex Corporation 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.
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Safe Harbor
This press release contains statements representing Western Multiplex's
expectations or beliefs concerning future events that are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, which provides a safe-harbor for such statements. The forward-looking
statements contained in this press release include statements related to
increases in the demand for Western Multiplex's products and future growth
plans. The company's actual results could differ materially from management's
expectations for a variety of factors, including due to an unexpected decline in
demand for Western Multiplex's products, lower overall demand for wireless
infrastructure devices, competition from existing or new competitors or
increased costs and expenses. Western Multiplex cautions that these statements
are further qualified by other important factors, including, but not limited to,
the factors set forth in Western Multiplex's filings with the Securities and
Exchange commission, including Western Multiplex's Registration Statement on
Form S-4 filed on December 1, 2000, Western Multiplex's final Prospectus from
its initial public offering dated July 31, 2000 and its Quarterly Report on Form
10-Q for the quarter ended September 29, 2000. Western Multiplex does not
undertake any obligation to update this information and you should recognize
that this information is only accurate as of today's date.
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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. 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 has been 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 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 Commission 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. 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 Commission
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
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(408) 743-3429
(408) 743-3482 Fax
[email protected]
Western Multiplex Contacts: Western Multiplex Investor Information Service:
--------------------------- 877-9WMUX-IR (877-996-8947)
Karen J. Novak
Media Relations
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408-542-5282
[email protected]
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Nancy Huber
CFO
408-542-5225
[email protected]
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
Western Multiplex has filed a Registration Statement on Form S-4 with the
Securities and Exchange Commission containing a preliminary joint proxy
statement-prospectus regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. The definitive 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 definitive 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 definitive joint
proxy statement/prospectus and these other documents may also be obtained for
free from the parties.
In addition to the definitive 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.
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Information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, is contained in the joint press release to the merger filed with the
Securities and Exchange Commission by Western Multiplex and Adaptive Broadband
on November 13, 2000.
