Wow! It's like a dream - Tranzeo and Pat too! -RickG On Wed, Mar 31, 2010 at 12:01 PM, Patrick Leary <ple...@apertonet.com> wrote: > Yes, the cat is out of the bag. We are very excited about this... > > > Patrick Leary > Aperto Networks > 813.426.4230 mobile > > -----Original Message----- > From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On > Behalf Of Drew Lentz > Sent: Wednesday, March 31, 2010 8:42 AM > To: WISPA General List > Subject: [WISPA] Tranzeo to acquire Aperto > > Didn't see this one coming but it looks like it could lead to some nice > products for WISPs. > > http://bit.ly/bX4HTc > > Canadian Company Tranzeo Wireless to Acquire Aperto Networks Tranzeo > strengthens its international market with complete broadband solution > > PITT MEADOWS, BRITISH COLUMBIA, Mar 31, 2010 (MARKETWIRE via COMTEX) -- > BC-based Tranzeo Wireless Technologies Inc. (CA:TZT > </investing/stock/TZT?countrycode=ca> 1.61, +0.04, +2.55%), a premier > manufacturer of wireless broadband and WiMAX communication systems, announced > today it has entered into a definitive merger agreement with Aperto Networks, > Inc. ("Aperto") and key Aperto shareholders. Under the terms of the merger > agreement, and upon the satisfaction of closing conditions, Aperto will be > merged into a newly incorporated subsidiary of Tranzeo, with Aperto surviving > and continuing to be operated as a wholly-owned subsidiary of Tranzeo. > > The merger will greatly increase Tranzeo's market share as it becomes a > complete end-to-end broadband solutions provider featuring WiFi, WiMax and > LTE products. Aperto's current backlog of all purchase orders is US$8.3 > million. This will be added to Tranzeo's current backlog of US$32.7M. > > "Acquiring Aperto immediately transforms Tranzeo into a market leading > complete solutions provider for major telecommunications operators while > still supplying product to Tranzeo's existing wireless Internet service > providers," said Jim Tocher, President and CEO of Tranzeo. "With an > established world-wide customer base and a pipeline of new customers now in > trials, the benefits of today's announcement will start to bear fruit within > a year. The future for Tranzeo has never looked better." > > "The combining of Tranzeo and Aperto is a big win for wireless service > providers," said Randall Meals, Chairman of Aperto's Board and Managing > Director of Quicksilver Ventures. "We continue to be bullish on the broadband > wireless market and now Tranzeo's position in the market." > > Existing Tranzeo and Aperto customers will greatly benefit from the combined > technologies and complete solutions Tranzeo will now be able to provide. > > "Tranzeo's responsiveness, world-class manufacturing and additional product > breadth combined with Aperto's proven worldwide sales, support team, and > channels will significantly benefit our customers on a global basis,"said > Bill Waters, Senior Vice President of Worldwide Sales and Support at Aperto > Networks. "I am looking forward to serving our existing customers, expanding > our market and providing new solutions to our channel partners." > > "This is very good news for TRG and the future of broadband services in > Indonesia," said Gatot Tetuko, President of PT. Teknologi Riset Global (TRG), > an affiliate company of leading telecommunication infrastructure provider the > Indonesian Tower Group. "With our joint development agreement with Tranzeo, > this will give us access to additional advanced wireless technologies which > we will incorporate into our broadband solutions." > > Tranzeo expects to complete the acquisition of Aperto through issuances of > common shares to the stockholders of Aperto. Upon satisfaction of the > required closing conditions, Tranzeo will issue common shares to the > stockholders of Aperto based on a US$5 million base consideration amount, as > adjusted for liabilities and cash of Aperto at closing. Subject to the > satisfaction of certain additional earn-out conditions, Tranzeo may issue > additional common shares to the stockholders of Aperto based on revenues > attributable to certain products of Aperto that are sold by Tranzeo during a > one-year earn-out period following the date of closing of the merger. These > earn-out shares would be issued within 120 days of the expiry of the earn-out > period. All share issuances will be based on the volume weighted average > trading price of Tranzeo's common shares for the five trading days prior to > this announcement of the Merger Agreement. > > The merger is anticipated to be completed in mid-April 2010. Completion of > the merger will be subject to customary closing conditions, including the > approval of the proposed merger by the Toronto Stock Exchange and by the > stockholders of Aperto. Tranzeo stockholder approval is not required. > Tranzeo has agreed to appoint a representative of Aperto to its board of > directors on closing. > > The common shares proposed to be issued have not been registered under the > Securities Act of 1933, as amended, or any state securities laws, and may not > be offered or sold in the United States without registration or an applicable > exemption from applicable registration requirements in the US. > This press release shall not constitute an offer to sell or the solicitation > of an offer to buy nor shall there be any sale of the securities in any > jurisdiction in which such offer, solicitation or sale would be unlawful. > > Tranzeo and the Tranzeo logo are registered trademarks of Tranzeo Wireless > Technologies Inc. > > > > > -------------------------------------------------------------------------------- > WISPA Wants You! 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