FILING PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE
SECURITIES ACT OF 1934
Registrant Name: California Amplifier, Inc.
Commission File No. 0-12182
The following is a press release dated December 23, 2003 concerning the signing
of a definitive agreement to acquire Vytek Corporation, as disclosed on the
Registrant's Current Report on Form 8-K filed today.
FOR IMMEDIATE RELEASE:
California Amplifier to Acquire Vytek Corporation
Acquisition Strengthens California Amplifier's
Engineering Capability and Market Presence,
and Diversifies Product and Customer Base
CAMARILLO, CA, December 23, 2003-- California Amplifier, Inc. (Nasdaq: CAMP)
announced today that it has signed a definitive agreement to acquire Vytek
Corporation. The acquisition represents a pivotal step in California
Amplifier's strategic growth plan to diversify its customer base, expand its
core engineering capability, and broaden its market offerings.
Vytek, a privately-held company headquartered in San Diego, California, is a
provider of hardware and software solutions and services that enable wired
and wireless access to information. Vytek has a diversified Fortune 1000
customer base consisting of world-class technology companies, consumer
electronics companies, household names in retailing and distribution, and
companies in various vertical markets such as healthcare and public safety.
Vytek has approximately 280 employees with 10 offices nationwide, and has
longstanding customer relationships dating back 18 years through its prior
acquisitions.
In commenting on the acquisition, Fred Sturm, Chief Executive Officer of
California Amplifier, stated, "Customers today are looking for total
solutions for their communications needs. This acquisition will add strong
complementary engineering capabilities, a world-class professional services
team, and an expanded customer presence. Our goal will be to accelerate
bringing our previously announced product technologies to market, and to
leverage our expanded customer contact and solutions approach to drive new
product initiatives."
Mr. Sturm continued, "The combined Company will have strong engineering
development capabilities spanning firmware and software, digital processor-
based design, and wireless system, RF and antenna design. This product
development capability, combined with California Amplifier's high-volume
manufacturing capability and Vytek's systems integration and professional
services organization, will enable us to offer comprehensive solutions to
our customers. As a result of this acquisition, our customer base will grow
and diversify beyond satellite television and telecommunications service
providers to include large and medium sized Enterprise customers, thereby
expanding our market reach and distribution channels."
Commenting on the acquisition, Jim Ousley, Chief Executive Officer of Vytek,
said, "We believe the combination of California Amplifier and Vytek is an
excellent fit for all our stakeholders -- our customers, employees and
shareholders. Integrating the resources of both companies will provide for
the rapid expansion of our wired and wireless solutions into the
marketplace."
For the unaudited eleven month period ended November 30, 2003, Vytek had
revenues of approximately $38.4 million. During this period, Vytek
generated approximately 40% of its revenues from wireless products and 60%
of its revenues from software development and professional services. Vytek
is backed by private equity investors including Charterhouse Group
International, CIBC Capital Partners, Frontenac Company, Goldman Sachs,
Mission Ventures and Mobius Venture Capital.
The terms of the definitive agreement provide that California Amplifier will
acquire Vytek by merging it with and into a newly formed, wholly owned
subsidiary of California Amplifier in exchange for fixed number of 8,200,000
shares of California Amplifier's common stock with an aggregate value of
approximately $76.8 million at yesterday's closing stock price. California
Amplifier and Vytek expect to complete the transaction during the first
quarter of calendar 2004. The transaction is subject to customary closing
conditions, including approvals by regulatory agencies and by the
stockholders of Vytek and California Amplifier. The stockholders of Vytek
will be asked to approve the merger, and the stockholders of California
Amplifier will be asked to approve the issuance of the shares of its common
stock in the transaction.
Certain stockholders of Vytek holding in the aggregate approximately 32% of
the voting power of Vytek on an as-if-converted to common stock basis have
signed voting agreements and irrevocable proxies committing to vote their
shares of Vytek stock in support of the proposed merger. As a condition to
the completion of the merger, the same Vytek stockholders are expected to
sign lock-up agreements not to sell the shares of California Amplifier
received by them in the merger for a period of 6 to 12 months after the
closing. In addition, there will be a 15 month escrow of shares with an
initial value of approximately $8 million to support any post-closing claims
that California Amplifier may have under the definitive agreement. These
escrowed shares could be sold under certain circumstances prior to the end
of the escrow period and replaced with an equivalent amount of cash.
Given Vytek's cost structure and growth outlook, this transaction is
anticipated to have a positive impact on gross margins and be accretive in
California Amplifier's fiscal year 2006. Additional financial details will
be made available in the Company's filings with the Securities and Exchange
Commission.
California Amplifier will file with the Securities and Exchange Commission a
registration statement on Form S-4 to register the offer and sale of shares
of its common stock in connection with the proposed merger under the
Securities Act of 1933, as amended. The registration statement will contain
important information and stockholders of Vytek should carefully read the
registration statement and any amendments or supplements thereto before
making a decision with respect to the proposed merger. California Amplifier
will also file with the SEC a proxy statement in connection with the
solicitation of proxies for use at a special meeting of its stockholders to
approve the issuance of shares of its common stock in connection with the
proposed merger. The proxy statement will contain important information and
stockholders of California Amplifier should carefully read the proxy
statement before making a decision with respect to the issuance of shares in
the proposed merger. The officers and directors of California Amplifier may
be deemed to be participants in connection with this solicitation of proxies.
Copies of the registration statement and the proxy statement when filed may
be obtained without charge at the SEC's website at www.sec.gov or from
California Amplifier.
Statements in this release about the California Amplifier's future financial
performance, customer relationships, initiatives to develop innovative
wireless access solutions, anticipated business synergies, and the market
potential of new products and service offerings are forward-looking
statements and are subject to risks and uncertainties that could cause
actual results to differ materially from expectations. Words such as "may",
"will", "expects", "anticipates", "intends", "plans", "believes", "seeks",
"could", "estimate" and variations of these words and similar expressions
are intended to identify forward-looking statements. Factors that could
cause or contribute to such differences may include, but are not limited to,
the requirement that the transaction receive approval from California
Amplifier's stockholders, the risk that the conditions relating to
regulatory clearance might not be satisfied in a timely manner or at all,
risks relating to the integration of the businesses of California Amplifier
and Vytek, unanticipated expenditures, changing relationships with customers,
suppliers and strategic partners, risks relating to the protection of
intellectual property, the impact of competitive products, changes to the
competitive environment, pricing pressures, supplier constraints,
manufacturing yields, market acceptance of new products, and the viability
and market acceptance of new technologies. Although the Company believes
the expectations reflected in such forward-looking statements are based upon
reasonable assumptions, it can give no assurance that its expectations will
be attained. The Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. More information about California Amplifier's risks is
available in the Company's Annual Report on Form 10-K and other filings made
from time to time with the Securities and Exchange Commission.
About VYTEK Corporation
VYTEK Corporation is a provider of technology integration solutions and
wireless access hardware and software. Vytek has expertise in wireless
technologies from 802.11a/b/g, Bluetooth and GPRS to RFID for next
generation devices and products. Vytek provides engineering expertise in
developing both software and hardware solutions that includes: Business &
Technology Assessment; Prototype, Architect & Design Solutions;
Services/Product Development; Integration & Implementation; and Support.
Headquartered in San Diego, California with offices nationwide, Vytek serves
both large and small clients in a variety of industries. More information
can be found at www.vytek.com.
About California Amplifier, Inc.
California Amplifier designs, manufactures and markets a broad line of
integrated microwave equipment used primarily in conjunction with satellite
television and terrestrial broadband wireless and video applications. The
Company's Satellite business unit designs and markets outdoor reception
equipment for the U.S. Direct Broadcast Satellite (DBS) television market as
well as a full line of consumer and commercial products for video and data
reception. The Wireless Access business unit designs and markets integrated
reception and two-way transmission fixed wireless equipment for broadband
data and video applications. California Amplifier is an ISO 9001 certified
company. For additional information, visit California Amplifier's web site
at www.calamp.com.
For more information, contact:
Crocker Coulson Rick Vitelle
Partner Chief Financial Officer
CCG Investor Relations California Amplifier, Inc.
(818) 789-0100 (805) 987-9000
crocker.coulson@coffincg.com
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