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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
FOR IMMEDIATE RELEASE
Thursday, January 11, 2001
ADAPTIVE BROADBAND(TM) AND WESTERN MULTIPLEX AGREE TO CALL
OFF MERGER, CITING CURRENT UNFAVORABLE MARKET CONDITIONS
Sunnyvale, CA-ADAPTIVE BROADBAND CORPORATION (Nasdaq National Market: (ADAP)
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announced that it and Western Multiplex Corporation have agreed to a friendly
unwinding of the companies' merger agreement announced November 13, 2000.
Uncertain Stock Market, Weakness in Fixed Wireless Industry Among Reasons for
Halting Merger
Adaptive Broadband and Western Multiplex have decided to call off their planned
merger. "The fixed wireless industry currently is experiencing weakness in the
U.S., and financing is eroding for emerging carriers. From a stock market point
of view, fixed wireless specifically, and telecommunications stocks, in general,
have really taken a beating, making it very difficult to put a monetary
valuation on this transaction at this time. While we continue to believe in the
strategic merits of a merger with Western Multiplex, prevailing market
conditions do not allow a deal at this time,"commented Adaptive Broadband's
Daniel L. Scharre.
Adaptive Broadband recently lowered revenue expectations for its fiscal year
2001 second quarter ended December 31, 2000, to $8 million from an anticipated
$31 million. The company is currently evaluating its financial model for its new
fiscal year beginning January 1, 2001, especially the potential impact of
customer issues surrounding the Competitive Local Exchange Carriers, the
company's primary U.S. market. Adaptive Broadband is expected to announce
second-quarter results and discuss its current business environment in its press
release and conference call on January 25, 2001. The company is not holding a
conference call prior to the January 25 call.
Management Transition Plan Accelerated at Adaptive Broadband
In view of recent developments, Adaptive Broadband's board of directors has
accelerated a management transition plan. Daniel L. Scharre has been named
president and chief executive officer and joins the board immediately. Frederick
D. Lawrence is retiring immediately from the company rather than in July 2001,
as planned, and has resigned as chairman of Adaptive Broadband's board of
directors. Leslie G. Denend, currently a member of Adaptive Broadband's board of
directors assumes chairmanship of the board. Additionally, Peter J. Maloney,
senior vice president of finance, succeeds Donna S. Birks as chief financial
officer, who has also accelerated her retirement plan. These management changes
are effective immediately.
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"Adaptive Broadband was not for sale when approached by Western Multiplex and is
not currently for sale. We will move forward as a viable, stand-alone company,
and believe that our technology leadership position, strong balance sheet and
expanding international opportunities will allow us to succeed in the fixed
wireless market," commented Les Denend, chairman of the board.
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 fixed wireless
broadband platform bridges the last mile, replacing the local loop for corporate
and small business subscribers. Combining a leading packet-on-demand technology
and time division duplexing, it offers data transmission at rates up to 25 Mbps
-- providing the capability for voice, real-time video conferencing,
transmission of full streaming video, web surfing, and transmission of data
files - all simultaneously and over one connection.
Safe Harbor
This press release includes forward-looking statements, such as Adaptive
Broadband's potential success in product development, that involve risks and
uncertainties. Actual events or results may differ materially from those
suggested by the forward-looking statement. Factors that could cause actual
events or results to differ materially include, but are not limited to,
fluctuations in quarterly results, delays in receipt of orders or in the
shipment of products, delays in the development of data communications and
Internet markets and delays in product enhancements. For a more detailed
discussion of these and other factors, see "Risk Factors" contained in Adaptive
Broadband's Annual Report on Form 10-K for the fiscal year ended June 30, 2000.
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For Further Information 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]
