Wi-Tron, Inc. and Cellvine, Ltd. Sign Definitive Merger Agreement
May 19 2008 - 11:43AM
PR Newswire (US)
RARITAN, N.J., May 19 /PRNewswire-FirstCall/ -- WI-TRON, INC.
(OTC:WTRO) (BULLETIN BOARD: WTRO) , a manufacturer of power
amplifiers announced today that it has signed a definitive merger
agreement with Cellvine, Ltd., a private Israeli corporation that
develops and markets coverage and capacity solutions for the
wireless telecommunications industry. The merger will enable the
companies to combine their technologies to promote efficient and
effective delivery of power amplifiers and coverage systems to the
wireless market. Cellvine Ltd., an Israeli company with investors
including Peregrine Ventures, Stratum Wealth Management and U.S.
entrepreneur Dr. Phillip Frost, offers a broad range of cellular
coverage enhancement products and solutions based on its exclusive
technology for improving cellular signals for in- building, urban
and rural over-ground and subterranean environments. Upon
completion of the transaction, the ratio between the shareholding
of current shareholders of Cellvine and current shareholders of
Wi-Tron will be 85 to 15, on a fully diluted basis. The transaction
is subject to various conditions, including obtaining the approval
of shareholders of each of the companies, obtaining required
financing, certain other Israeli government and third party
consents as well as customary closing deliveries. John Chase Lee,
CEO and Chairman of Wi-Tron, commented, "We believe this merger
strengthens Wi-Tron as a leading amplifier innovator allowing us
access to the multiple markets that Cellvine serves. We have
jointly developed products with Cellvine in the past and are
confident in our belief that this merger has great synergies." Yoni
Schiff, CEO of Cellvine Ltd, added, "Cellvine has developed a
leading suite of wireless coverage products and adding Wi-Tron's
strong amplifier technology will allow us to provide unique and
cutting edge outdoor coverage solutions to the civilian and defense
markets. We are excited at the prospect of having Wi-Tron as part
of our team." About the Participating Companies: Wi-Tron: Wi-Tron,
Inc. designs, manufactures and sells ultra linear single and
multi-channel power amplifiers and broadband high-speed wireless
products to the worldwide wireless telecommunications market. The
single and multi- carrier linear power amplifiers, which are a key
component in cellular base stations, increase the power of radio
frequency and microwave signals with low distortion. Wi-Tron's
products are marketed to the cellular, PCS, X-band, wireless local
loop segments of the wireless telecommunications industry.
Cellvine: Cellvine Ltd. is a vendor of wireless coverage solutions
for the cellular industry. Cellvine provides a comprehensive set of
products for advanced outdoor and in-building cellular coverage
with industry leading remote management capabilities, eliminating
the need for costly infrastructure replacement. Cellvine supports
all the cellular technologies and has a full suite of both standard
devices as well as leading edge DSP technology solutions. About
Forward-Looking Statements: Certain information contained in this
press release is forward-looking. Actual results might differ
materially from the forward-looking statements contained in this
press release. All forward-looking statements involve known and
unknown risks, uncertainties and other unknown factors. Any of
these factors could cause Wi-Tron's actual results to be materially
different from any future results expressed or implied by any
forward-looking statement contained in this press release. In
addition to statements which explicitly describe these risks and
uncertainties, readers are urged to consider statements labeled
with the terms "believes," "belief," "expects," "intends,"
"anticipates," "plans," or "proposes," to be uncertain and
forward-looking. Forward-looking statements represent Wi-Tron's
judgment as of the date of this release. Actual results depend on
Wi-Tron's ability to, among other things, generate revenue, reduce
operating losses, and successfully develop and market its products.
Factors that could cause actual events or results to differ
materially include, among others, the following: rapid
technological change that can adversely affect the demand for
Wi-Tron's amplifiers, shifts in customer demand, shifts in
strategic relationships, delays in Wi-Tron's ability to deliver its
products to its customers, and Wi-Tron's ability to market and
distribute its amplifiers in Asia and other markets. These and
other risks may be described from time to time in Wi-Tron's
periodic reports filed with the Securities and Exchange Commission,
including, but not limited to, its latest Annual Report on Form
10-K and its latest Quarterly Report on Form 10-Q, copies of which
may be obtained from http://www.sec.gov/. Wi-Tron is under no
obligation to (and expressly disclaims any such obligation to)
update or alter its forward-looking statements whether as a result
of new information, future events or otherwise. Information
contained in our website is not incorporated by reference in, or
made part of this press release. DATASOURCE: Wi-Tron, Inc. CONTACT:
Tochi Bains of Wi-Tron, Inc., +1-908-253-6870, ext 106,
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