SOURCE: M-Wave, Inc.

February 01, 2007 17:43 ET

M-Wave Announces a Party to a Merger Agreement With M-Wave Enters Into Joint Venture

Merger Agreement Has Not Been Consummated and Certain Conditions Have to Occur Before Closing; Merger Agreement Can Be Found as Exhibit 2.1 to M-Wave's Current Report on Form 8-K Filed February 1, 2007

FRANKLIN PARK, IL -- (MARKET WIRE) -- February 1, 2007 -- M-Wave, Inc. (NASDAQ: MWAV), an international electronic procurement services firm and virtual manufacturer of customer-specified electronic components (the "Company"), announced that its merger partner, Blue Sun Biodiesel LLC, has entered into a joint venture agreement with ARES Corporation, details of which are outlined in Blue Sun's press release below:

ARES Corporation and Blue Sun Biodiesel Announce Joint Venture

Albuquerque, NM -- January 31, 2007 -- ARES Corporation (ARES) and Blue Sun Biodiesel, LLC (Blue Sun) announced today the formation of a key joint venture: ARES Blue Sun Development, LLC (ARES Blue Sun). ARES Blue Sun will combine the significant engineering expertise of ARES Corporation with the premium quality fuel and oilseed technology of Blue Sun Biodiesel to collaborate on improvements in biodiesel process technology, as well as to build biodiesel (B100) production facilities throughout North America.

ARES Blue Sun has selected a site in Clovis, New Mexico, for the first plant to be built by ARES Blue Sun, due to the commitment by the State of New Mexico and the City of Clovis to support the development of alternative energy products. ARES Blue Sun anticipates breaking ground on the first plant in the first quarter of 2007. Once completed, the plant will produce 15 million gallons of pure B100 per year. The Clovis facility integrates a revolutionary advanced design jointly developed by the partners that ensures the production of high-quality B100 meeting Blue Sun's specifications. ARES will provide project management services during the construction and operation of the Clovis plant. Blue Sun will incorporate the full B100 output of Clovis into its premium branded B20 (diesel fuel with 20% biodiesel), Blue Sun Fusion™. ARES' advanced processing design, focused on the production of the highest quality B100, when combined with Blue Sun's proprietary oilseed feedstocks, quality control, fuel specifications, additives, and blending technology, will enable ARES Blue Sun to consistently produce the best performing biodiesel fuel on the market today. ARES and Blue Sun are equal partners in ARES Blue Sun.

"This new joint venture represents the initial implementation of ARES' strategic goals in creating new businesses in the clean energy and biofuels sector," said Dick Stuart, CEO and President of ARES Corporation. "ARES is very enthusiastic about the strategic potential of working together with Blue Sun to produce a high quality, premium biodiesel that is so critically important to reducing our nation's dependence on foreign oil."

"Since its inception, Blue Sun has been focused on distributing a premium biodiesel fuel with warranted industry-leading specifications. The ability to bring to bear ARES' superior engineering expertise assures Blue Sun of a continuous supply of B100 that meets our stringent quality requirements," added Jeff Probst, CEO of Blue Sun Biodiesel.

About ARES Corporation

ARES Corporation is a high-end provider of engineering, project management and risk management solutions for government agencies and commercial industries. ARES is headquartered in Burlingame, California with New Mexico offices in Albuquerque, Santa Fe, and Los Alamos. ARES Corporation has earned the Small Business Administration's National Small Business Administration Subcontractor of the Year Award in 2001 and numerous other awards in the aerospace, defense and energy industries as a result of providing high-value-added solutions and tools, on-time and within budget. More than half of its business is energy related.

About Blue Sun Biodiesel LLC

Blue Sun Biodiesel is a leading supplier of premium biodiesel fuel blends, made from pure vegetable oils. The company produces biodiesel energy crops such as canola-type oilseeds grown by Blue Sun farmer cooperatives, and is currently implementing advanced production and distribution facilities. Blue Sun markets through an authorized distributor and retail network and focuses on quality management from the farmer to the fuel tank. The company currently markets its Blue Sun Fusion™ premium B20 diesel fuel through its nine Authorized Distributors and numerous Associate Distributors in ten western states and Canada.

ARES Corporation and Blue Sun Biodiesel are committed to pursuing alternative energy sources to protect our environment, stimulate rural economic development and reduce our country's dependence on foreign oil.

For further information contact: Gerry Runte, ARES Corporation ( or Jeff Probst, Blue Sun Biodiesel (

About M-Wave, Inc.

M-Wave provides supply chain services and sources printed circuit boards, custom electronic components and direct broadcasting satellite parts domestically and from Asia. M-Wave's Electro-Mechanical Group division ("EMG") sources high-performance printed circuit boards and custom and engineered electronic components from original equipment manufacturers and contract manufacturers in Asia and the US. The products are used in a wide range of telecommunications and industrial electronics products. EMG also offers domestic and international supply chain services and annual forecast financing for its middle market customers.

M-Wave's website is located at

The discussion above contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements by their nature involve substantial risks and uncertainties, including M-Wave's ability to develop a plan that will bring the company into compliance with the Nasdaq Capital Market listing requirements, Nasdaq's determination that the plan is adequate, and M-Wave's ability to effect its plan. M-Wave's plan will be dependent on its anticipated future operations which may differ materially depending on a variety of factors, including, but not limited to the following: the achievement of M-Wave's projected operating results, the achievement of efficient volume production and related sales revenue, the ability to integrate acquired companies into M-Wave's existing business, the ability to restructure or dispose of some of its operations, and its ability to raise additional capital. Additional information with respect to the risks and uncertainties faced by M-Wave may be found in, and the prior discussion is qualified in its entirety by, the Risk Factors contained in the company's filings with the Securities and Exchange Commission including M-Wave's Report on Form 10-KSB for the year ended December 31, 2005, its Forms 10-QSB, and other SEC filings.

Contact Information

  • M-Wave Contact:
    Jeff Figlewicz
    630 562-5550 Ext. 4720