SOURCE: Airspan Networks Inc.

Airspan Networks Inc.

November 05, 2009 16:56 ET

Airspan Completes Special Shareholder Meeting and Announces Suspension of Disclosure of Financial Results

BOCA RATON, FL--(Marketwire - November 5, 2009) - Airspan Networks Inc. (PINKSHEETS: AIRO) announced that it had convened and held its previously adjourned Special Meeting of Shareholders on November 5, 2009 and that its advisory vote to approve the previously announced Series C Preferred Stock sale to Oak Investment Partners XI, Limited Partnership ("Oak") had passed with 93% of the votes cast voting in favor. The Company completed the sale of Series C Preferred Stock to Oak for $10 million in cash on October 7, 2009. In addition, despite strong support from those shareholders who voted, the shareholder vote fell short of approving an amendment to Oak's Series B Preferred Stock (the "Series B Amendment") to create a 10% carve-out for common shareholders in the event of a liquidation or deemed liquidation under the terms of the Series B Preferred Stock. Pursuant to the terms of the Purchase Agreement for the Series C Preferred Stock, Oak will therefore be required to adopt the Series B Amendment by written consent.

Special Meeting of Shareholders Held on November 5, 2009

The special meeting of shareholders initially convened on October 6, 2009 and was adjourned for lack of a quorum until October 7, 2009. On October 7 the special meeting was again adjourned to October 23 as a quorum was still not present. On October 23, 2009 at the adjourned meeting, a quorum was present but the Company again adjourned the meeting to allow further shareholder voting until November 5, 2009. On November 5, 2009, the adjourned meeting was convened and the votes taken. The final vote from the adjourned special shareholder meeting (including 16,255,890 votes of the Series B Preferred Stock owned by Oak) stood as follows at 11:00 a.m. EST on November 5, 2009:

                  Votes For      %    Votes Against   %     Abstain    %
                 ----------    ----     ---------    ---    -------   ---
Advisory vote
 to approve
 the Series C
 Preferred Stock
 Sale            36,914,276    93.6%    2,262,861    5.7%   277,234   0.7%
Vote to approve
 the Series B
 Amendment       37,174,648    94.2%    2,085,578    5.3%   194,145   0.5%

The votes cast were voted overwhelmingly in favor of both proposals however, the Series B Amendment received the affirmative vote of only 48.9% of the votes entitled to be cast at the meeting, just short of the majority required for passage. Oak previously agreed in connection with the issuance of the Series C Preferred Stock to approve the Series B Amendment by written consent in lieu of a shareholders meeting. Airspan intends to provide an information statement to shareholders prior to the effectiveness of the Oak written consent adopting the Series B Amendment.

Suspension of Disclosure of Financial Results

In light of the recent Series C Preferred Stock sale, Airspan has reconsidered its approach to public disclosure of its financial results. In order to reduce costs, protect competitive positions in bids for new contracts and focus more closely on its business, Airspan has determined that it will cease publicly disclosing financial information effective immediately. As a result, Airspan will not publish financial results for the third quarter of 2009 or the full year 2009. The Company will however continue to press release customer and product initiatives.

Airspan expects that it will be placed in the Pink Sheets "no information" tier by the end of 2009. Consequently, it is possible that Airspan common stock may no longer be eligible for quotation under Rule 15c2-11 which lists specified information, including reasonably current financial statements (within six months), which must be available before a broker can offer a quote for a company's common stock. Airspan's determination to cease publicly reporting its financial information could adversely affect the liquidity of the market for, and market prices of, its common stock.

On March 31, 2009, Airspan announced that it would delist from NASDAQ and deregister under the Securities Exchange Act of 1934 ("Exchange Act"), and on April 20, 2009, it filed a Form 15 to complete the deregistration process which became effective 90 days later on July 19, 2009. Since that time Airspan has not been subject to the reporting requirements of the Exchange Act and is no longer required to file reports or proxy statements or any other information thereunder. Airspan's common stock currently trades in the "limited information" tier of the Pink Sheets.

About Airspan Networks Inc.

Airspan is a leading WiMAX pure player and the solution-provider of choice for some of the world's largest WiMAX deployments. Developing leading-edge technology for broadband access and IP telephony, Airspan continues to supply operators around the world with best-of-breed solutions. With direct sales offices throughout Asia, EMEA and the Americas, a worldwide network of resellers and agents, and partnership alliances with major OEMs, Airspan boasts over 100 commercial WiMAX deployments worldwide.

This press release contains forward-looking statements. All statements, other than statements of historical facts, including statements regarding our strategy, future operations, financial position, future revenues, projected costs, prospects, plans and objectives of management, may be deemed to be forward-looking statements. The words "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "would" and similar expressions or negative variations thereof are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Investors and others are therefore cautioned that a variety of factors, including certain risks, may affect our business and cause actual results to differ materially from those set forth in the forward-looking statements. The Company is subject to, among other things, the risks and uncertainties described in its Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission. You should read those factors as being applicable to all related forward-looking statements wherever they appear in this press release. We do not assume any obligation to update any forward-looking statements. Airspan is not subject to the reporting requirements of the Securities Exchange Act of 1934 and does not plan to further update any information in its previous SEC filings or financial reports.

Contact Information

  • For Investor Relations and Media Inquiries, contact:

    David Brant
    Senior Vice President & Chief Financial Officer
    Airspan Networks Inc.
    Tel: +1 561 893-8650
    Fax: +1 561 893-8681

    Charlotte Laurent-Ottomane
    Investor Relations
    Tel: +1 561 395 4581