Reject the hostile bid!
REMEC, in a letter to Allgon's shareholders Reject the hostile bid! The hostile bid for Allgon expires on Wednesday, 4 October. Accordingly, in a letter to all Allgon's shareholders today, REMEC is urging rejection of this hostile bid, in anticipation of REMEC's bid, which is higher, and parties accepting will be able to participate in Allgon and REMEC's shared development into a globally leading corporation in a robust growth market. REMEC's management estimate the synergies between these two corporations at some SEK 200 m annually in the coming years. Last Thursday, 28 September 2000, REMEC submitted an offer to purchase all shares and warrants in Allgon. This bid has the support of Allgon's Board, which accordingly, has recommended that shareholders accept. Therefore, in today's letter to Allgon's shareholders, REMEC is recommending that those shareholders considering the hostile bid should wait for REMEC's bid, and that those parties that have already declared an interest in the hostile bid withdraw their interest. At present, REMEC is a leading telecommunications infrastructure corporation that was listed on NASDAQ in February 1996.REMEC had just completed a $52.8 M revenue year. Annualising REMEC's last fiscal quarter, ended 28 July, REMEC is on a $252 M revenue run rate, a growth rate of 377% since the IPO. REMEC is now comparable in size to Allgon in revenue. REMEC pursues research, development and production in telecommunications infrastructure within spheres including wireless broadband, RF subsystems and fibre optics. REMEC has a worldwide presence and is located in research-intensive regions of North America. REMEC and Allgon assess that the two corporations can form a world-leading telecommunications infrastructure corporation by collaborating to gain a more broad-based product selection and a prominent position on four key markets: Wireless infrastructure equipment targeted at OEM customers (such as Motorola, Lucent, Nokia and Ericsson); Products that enhance existing operators' capacity and coverage (such as Voicestream, Omnipoint, AT&T, Orange, Telefonica and China Mobile); Wireless broadband equipment for MMDS, LMDS, point-to-point radio, VSAT and wireless LAN (example customers: Ensemble, Teligent and Nortel); Fibre optic modules. Additionally, Allgon's secure position in key European and Asian markets, and REMEC's presence in American markets, will confer enhanced worldwide geographical coverage. REMEC considers that Allgon's development capacity with expert, highly trained professionals, is one of its primary assets, which will be central to the new corporation, both in terms of expertise and as an "ear to the ground" in what at present is one of the world's most promising regions for mobile telecommunications.Stockholm, Sweden. Since our initial public offering in 1996, REMEC has made ten corporate acquisitions. Our management has many years experience integrating skills and corporate cultures. REMEC understands the integration process and the derivation of synergies. We are convinced that alongside Allgon, we can enhance Allgon's and REMEC's profitability and accelerate our combined growth. So far, synergies within marketing, production and product development, as well as through substantial co-ordinated sales opportunities, have been estimated. REMEC assesses the synergies at some SEK 200 m annually in the coming years. If all Allgon shareholders accept REMEC's offering, REMEC's current shareholders will own 75% of REMEC, with Allgon's current shareholders holding the remaining 25%. Additionally, parallel listing of the REMEC shares (including Allgon) on OM Stockholm Exchange and NASDAQ would imply that the shares would trade between 9:30 am and 10:00 pm Swedish time. REMEC's offering enables existing shareholders to sell a maximum of 500 shares each for cash payment of SEK 161 per share. The present hostile bid in the market does not offer any facility for cash payment. At present, the REMEC shares average turnover is over one-half million shares daily, or greater than SEK 150 m, compared with an average daily value of share turnover, approximately SEK 7 m for the corporation submitting the hostile bid. This broadening of ownership and enhanced trading opportunities, combined with the REMEC share's healthy liquidity, contributes to REMEC's offering having very good market liquidity. If you have any questions, please contact: Nick Randall Chairman, REMEC Airtech Phone +44 (0)1296 31 93 55 alt Mobile +44 (0)860 35 24 46 Not for release in or into the United States, Canada, Australia or Japan. No offer is being made hereby to persons whose participation in the offer requires that further prospectus, registration or other measures are taken in addition to those required under Swedish law. ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2000/10/02/20001002BIT00810/bit0001.doc http://www.bit.se/bitonline/2000/10/02/20001002BIT00810/bit0002.pdf