SOURCE: xG Technology

March 11, 2011 18:29 ET

Whitewash Waiver and Shareholder Consent

SARASOTA, FL--(Marketwire - March 11, 2011) -  xG Technology, Inc. (LSE: XGT) ("xG" or the "Company"), the developer of a broad portfolio of wireless communications technologies, including cognitive radio networks, is pleased to announce that, further to its announcements on February 8, 2011 and March 2, 2011, shareholders not affiliated or acting in concert with MB Technology Holdings, LLC ("MBTH") who together hold shares of $0.01 each in the Common Stock of the Company ("Shares") carrying the requisite majority of voting rights have now consented to the waiver of the mandatory take-over provisions in the Company's Amended and Restated Certificate of Incorporation in connection with the convertible loan by MBTH to the Company announced on February 8, 2011. The Company further announces that holders of more than seventy-five percent of the voting rights attributable to Shares have given their consent to the allotment of up to 50,000,000 new Shares without the application of shareholders' pre-emption rights.

Accordingly, the loan from MBTH is convertible, at MBTH's option, into new Shares at any time prior to final maturity at a conversion price of $0.25 per new Share (representing a premium of over 230% based on the latest closing mid-price for the Shares) and the options under the loan to subscribe for new Shares are granted, and may be exercised, free of pre-emption rights.

ABOUT XG TECHNOLOGY
xG Technology is a leading developer of innovative and disruptive communications technologies for wireless networks. Its extensive patented intellectual property portfolio covers a broad range of applications including cognitive radio networks. The Company has commercialized some of these technologies to create xMax, the world's first carrier-class cognitive radio network.

xMax's standards-based IP architecture minimizes network deployment, management and operational costs while simplifying the delivery of profitable fixed and mobile services. Using field-proven cognitive radio technology, xMax enables the delivery of these revenue-generating mobile services in both licensed and unlicensed bands. In its initial commercial offering, the xMax cognitive radio system enables carriers and other operators to profitably monetize free unlicensed spectrum in the 900MHz ISM band.

xMax also offers unique capabilities to enterprises, utilities, government agencies and others who require advanced wireless communications to support business operations and mission critical applications.

xG Technology offers turnkey xMax network solutions including base stations, mobile switching centers, network management systems, deployment tools, handsets and customer support.

xG has deployed a 32 square mile xMax network in Fort Lauderdale, Florida to showcase its cognitive radio, mobile VoIP, and dynamic interference mitigation capabilities. The Company's xMax products are also being tested and trialed by the US Army at two of its US bases. Based in the USA, xG Technology has over 50 US and more than 100 international patents and pending patent applications. For more information, please visit www.xgtechnology.com.

Contact Information

  • Contacts

    xG Technology, Inc.
    www.xgtechnology.com
    John Coleman
    Chief Executive Officer
    +1 212 651 4219

    Roger Branton
    Chief Financial Officer
    +1 212 651 4219

    James Woodyatt
    Investor Relations
    +1 954 572 0395

    Allenby Capital Limited (Nominated Adviser & Broker)
    Brian Stockbridge
    +44 (0) 20 3328 5656

    Alex Price
    +44 (0) 20 3328 5656

    Fusion PR (Media and Analyst Relations)
    Heather Lukens
    +1 212 651 4227