ATLANTA, Nov. 1, 2006 (PRIMEZONE) -- EMS Technologies, Inc. (Nasdaq:ELMG) announced today that it has signed a definitive agreement with Andrew Corporation (Nasdaq:ANDW), a global leader in communications systems and products, for Andrew to buy its EMS Wireless division.
The purchase price is $50.5 million, payable in cash at closing. The parties plan to close the transaction within 30-60 days, subject to the parties satisfying their respective closing conditions and obtaining certain required third party consents.
EMS Wireless, formed in 1993, employs approximately 200 people and is headquartered in Norcross, Georgia. The division's core product lines are base station antennas for mobile wireless and fixed wireless applications, and in-building and repeater solutions.
Under the sales agreement, Andrew would acquire all of the operating assets, including intellectual property and customer good will, associated with the Wireless division's business operations, and would assume substantially all of its operating liabilities. Following the sales transaction, EMS and Andrew would make subsequent cash adjustments to reflect pre-closing changes in certain current assets and liabilities. In addition, EMS would remain liable for certain warranties and representations contained in the sales agreement.
"We are very proud of our Wireless division and its remarkable achievements over the past 13 years. I credit our highly talented personnel with building the EMS Wireless cellular and PCS base-station antenna business," said Paul Domorski, president and chief executive officer of EMS Technologies. "This achievement was driven by technological leadership in the development of antennas using such innovative techniques as dual polarization and electronically-controlled downtilt, and by outstanding responsiveness to customer needs."
"Meanwhile, the industry is consolidating rapidly and greater scale is very important," Domorski continued. "We believe EMS Wireless and its dedicated employees will have a better future as part of a larger organization, such as Andrew, that is less affected by swings in sales of particular products and has a wider array of products to offer to wireless carriers. For these reasons, we think Andrew Corporation is the perfect match."
"EMS Wireless and its employees have a successful track record in innovation and customer responsiveness, and their addition to Andrew will deliver compelling strategic and financial benefits.," said John DeSana, group president, Antenna and Cable Products Segment, Andrew Corporation. "EMS will strengthen our relationships with key customers and extend our leadership position in wireless subsystems."
With the closing of this transaction, EMS Technologies and its management will concentrate on the development of its three core businesses, Defense & Space Systems, LXE, and EMS SATCOM. "The strength of these businesses and the strong financial resources we will have available will enable us to fund internal R&D projects, as well as to pursue market and strategic opportunities," said Domorski.
About Andrew Corporation
Andrew Corporation (Nasdaq:ANDW) designs, manufactures, and delivers innovative and essential equipment and solutions for the global communications infrastructure market. The company serves operators and equipment manufacturers from facilities in 35 countries. Andrew (www.andrew.com), headquartered in Westchester, IL, is an S&P Mid-Cap 400 company founded in 1937.
About EMS Technologies, Inc.
EMS Technologies, Inc. (Nasdaq:ELMG), formed in 1968, is a leading innovator in the design and manufacture of satellite and defense solutions and ruggedized computing/networks for the supply chain industry. The Company is headquartered in Atlanta, has approximately 1,000 employees worldwide and operates major manufacturing facilities in Atlanta and Ottawa, Canada.
For more information, visit the Company's website at www.ems-t.com.