Tranzeo Wireless Technologies Inc.
TSX : TZT

Tranzeo Wireless Technologies Inc.

April 16, 2010 17:00 ET

Tranzeo Wireless Completes Acquisition of Aperto Networks; Tranzeo is Now a Complete End-to-End Broadband Solutions Provider

PITT MEADOWS, BRITISH COLUMBIA--(Marketwire - April 16, 2010) - BC-based Tranzeo Wireless Technologies Inc. (TSX:TZT), a premier manufacturer of wireless broadband and WiMAX communication systems, announced today that it has completed the acquisition of Aperto Networks, Inc. ("Aperto"). Aperto is a San Jose, California based leading manufacturer of wireless broadband, mobile WiMAX and Enterprise VPN solutions using highly versatile and cost-effective carrier-grade WiMAX Forum Certified infrastructure equipment.

The merger will greatly increase Tranzeo's market share as it becomes a complete end-to-end broadband solutions provider featuring WiFi, WiMax and LTE products. Aperto's current backlog of all purchase orders is US$12.8 million. This will be added to Tranzeo's current backlog of US$32.7M. 

"This is a great acquisition for Tranzeo, Aperto, and our customers. This acquisition immediately transforms Tranzeo into a market leading complete solutions provider for major telecommunications operators while still supplying product to Tranzeo's existing wireless Internet service providers," said Jim Tocher, President and CEO of Tranzeo. "Since we announced the merger a few weeks ago, we have secured US$4.5M in new purchase orders. With our acquisition of Aperto, we now have a combined backlog of orders of US$45.5M. Our growing customer base knows we are the solutions provider they need. We believe that existing Tranzeo and Aperto customers will greatly benefit from the combined technologies and complete solutions Tranzeo will now be able to provide."

The acquisition was completed pursuant to the agreement and plan of merger among Tranzeo, an acquisition subsidiary of Tranzeo, Aperto and a key Aperto stockholder dated and announced on March 31, 2010 (the "Merger Agreement"). Under the terms of the Merger Agreement, Aperto was merged with Tranzeo's acquisition subsidiary, with Aperto surviving and now continuing to be operated as a wholly-owned subsidiary of Tranzeo (the "Merger").

Tranzeo issued approximately 1.57 million common shares on closing of the Merger which are subject to lock-up and resale agreements. The common shares were issued to the holders of certain bridge notes of Aperto in exchange for cancellation of the bridge notes and to certain creditors as shares for debt. As the liabilities of Aperto at closing exceeded the base consideration amount of $5.0 million provided by the Merger Agreement, no common shares were issued to the stockholders of Aperto on closing. Subject to a buy-out option in favour of Tranzeo, Tranzeo will issue additional common shares to certain Aperto stockholders based on revenues attributable to certain products of Aperto that are sold by Tranzeo during a one-year earn-out period following the date of closing of the Merger. These earn-out shares will be issued within 120 days of the expiry of the earn-out period. The maximum number of earn-out shares that may be issued is 25% of the issued and outstanding shares of Tranzeo as at the date of the Merger Agreement, less (i) the shares issued to the bridge note holders on closing, and (ii) any additional common shares that may be issued by Tranzeo to settle certain liabilities of Aperto outstanding as of the closing date. All share issuances are based on a share price of $1.618 per share, being the volume weighted average closing price of Tranzeo's common shares for the five trading days prior to the announcement of the Merger Agreement. Aperto also issued US$400,000 of secured promissory notes on closing which will be convertible into common shares of Tranzeo if not repaid within 60 days of closing of the Merger at a conversion price equal to 83.33% of Tranzeo's market price at the date of the Merger.

Tranzeo plans to release a company update outlining further specifics on backlogs as well as future prospects and the outlook for 2010 on April 20, 2010.

Tranzeo and the Tranzeo logo are registered trademarks of Tranzeo Wireless Technologies Inc.

About Tranzeo Wireless Technologies Inc:

Tranzeo Wireless Technologies Inc. (TSX:TZT) leads the wireless broadband industry as a premier manufacturer of high-performance wireless network equipment that allows communities and businesses to communicate without boundaries. Tranzeo's optimum cost effectiveness, premium quality and responsive support have attracted a growing and devoted worldwide following of more than 2,465 dealers and 16 distributors. Tranzeo's full spectrum of point-to-point and point-to-multipoint radios, WiMAX equipment, and mesh network solutions are designed for wireless internet service providers, governments, campuses, military, carriers, enterprise customers, and systems integrators around the globe. Headquartered in British Columbia, Canada, Tranzeo also has offices in San Diego, California and Shannon, Ireland. Visit http://www.tranzeo.com or phone 1.866.872.6936.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. We use words such as "anticipate", "plan", "expect", "believe", "intend" and similar expressions to identify forward-looking statements that relate to our business, management, operating results and financial condition and the acquisition of Aperto. These statements are not historical facts, but reflect our current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risk Factors" in our Annual Information Form and Management's Discussion and Analysis which may be found on SEDAR at www.sedar.com.

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