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Remec shareholders vote to dissolve company

SAN DIEGO-Remec Inc.’s shareholders approved the dissolution of the company, scheduling the company’s asset sale for Friday.

Remec’s shareholders approved the sale of selected assets and liabilities of the company’s Wireless Systems Business to Powerwave Technologies Inc. pursuant to an agreement dated March 12. Upon completion of the asset sale, Remec will receive 10 million shares of Powerwave stock and $40 million in cash, minus closing adjustments and a $15 million escrow payment. Wednesday’s closing price of Powewave stock makes the deal worth about $144.8 million.

After the asset sale, Remec shareholders are expected to receive about 0.333 shares of Powerwave stock for each share of Remec stock.

In addition, Remec said it will make cash distributions of between $1.25 and $1.75 per share as soon as possible after the asset sale.

In late July, Remec signed a $15 million cash agreement to sell its Outdoor Unit and Transceiver business to Wireless Holding International Inc. through a management buyout transaction.

In mid-March, Santa Ana, Calif.-based Powerwave agreed to acquire RF conditioning products, filters, tower-mounted amplifiers and RF power amplifiers from Remec for $118 million. In the deal, Powerwave issued 10 million shares of stock and paid Remec $40 million in cash. The transaction gave Remec an equity interest in Powewave of about 7 percent.

Remec had been a designer and manufacturer of high-frequency subsystems for voice, video and data traffic on wireless networks.

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