NextWave Wireless has signed a definitive agreement to acquire IPWireless Inc., a leading force in the development of 3GPP TDD UMTS standards which serves as the foundation for its next-generation mobile TV and wireless broadband public-safety network solutions. Its TD-CDMA mobile broadband technology was recently selected by New York City as part of the deployment of a citywide, public-safety wireless network. Under the terms of the agreement, NextWave will pay approximately US$100 million at closing, consisting of US$25 million in cash and $75 million in NextWave common stock. Additional consideration of up to US$135 million will be paid based on the achievement of certain revenue milestones in the 2007 – 2009 timeframe as specified in the agreement, with potential payments of up to US$50 million in late 2007 or 2008, up to $7.5 million in 2008, up to US$24.2 million in 2009 and up to US$53.3 million in 2010. If earned, up to US$114 million of such additional considerations is payable in cash or shares of common stock at the election of NextWave, and up to US$21 million of such amounts are payable in cash or shares of common stock at the election of representatives of IPWireless shareholders. Requisite approval from the holders of IPWireless securities was obtained upon execution of the agreement. The acquisition of IPWireless remains subject to various standard closing conditions, including Hart-Scott-Rodino and Nasdaq listing approvals, and is expected to close in the second quarter of 2007. IPWireless is expected to operate as a wholly owned subsidiary of NextWave.
www.ipwireless.com
www.NextWave.com.