Bend, Oregon, December 6, 2001 – Advanced Power Technology, Inc. (NASDAQ: APTI), a leading supplier of high performance power semiconductors used in the conditioning and control of electrical power, today announced that it had entered into a definitive agreement to acquire GHz Technology, Inc. a leading supplier of silicon based radio frequency (RF) power transistors in a merger transaction. Based in Santa Clara, California with approximately 75 employees, GHz’s products are used in a variety of radar, avionics and wireless communications applications. The acquisition is part of the Company’s ongoing strategy to expand its product and technology portfolio in the RF power arena through both internal development and acquisitions. The combination will position APT with the products and technology to serve a broad range of RF applications requiring RF power transistors capable of switching at frequencies from 1 MHz to 3.5 GHz.
Under the terms of the agreement, APT will issue approximately 1.48 million shares of common stock and $13.3 million in exchange for the business and assets of GHz Technology, which will include approximately $7.9 million of cash. In addition, APT will issue options to purchase 704,099 shares of APT common stock in exchange for outstanding GHz stock options and for the retention of key GHz employees. APT will increase the number of shares that can be purchased pursuant to options that may be granted under its stock option plan from 1,500,000 to 2,250,000. Based on APT’s closing price on December 6, 2001 of $10.60, the transaction is valued at approximately $29.1 million. The Boards of Directors of APT and GHz have unanimously approved the transaction. Completion of the acquisition is subject to customary closing conditions and does not require APT shareholder approval. After the close of the transaction GHz shareholders will own approximately 14.6% of the 10.2 million shares of APT common stock that will be outstanding. The transaction is expected to be completed within the next 25 to 45 days and is anticipated to be accretive to APT’s revenue per share and cash earnings per share in 2002 without the inclusion of synergies.
GHz’s products complement APT’s current portfolio of RF products which operate at frequencies ranging from 1 MHz to 100 MHz and are sold into applications such as semiconductor capital equipment, medical imaging and industrial systems. The GHz Technology products are capable of switching frequencies ranging from 10 MHz to 3.5 GHz and are primarily sold into applications such as radar, avionics and wireless communications as well as semiconductor capital equipment. The acquisition adds valuable RF technology to APT’s core capability in RF power transistors allowing APT to better serve its current markets and extending the range of APT products into fast growing higher frequency markets. In addition, GHz will add substantial RF engineering, manufacturing and marketing capability to APT’s existing capabilities. GHz will become the RF products group for APT with the Discrete Power, Power Module and Aerospace and Defense product groups remaining at APT. The operations of GHz Technology will continue to be managed by GHz’s President and CEO, Frank Schneider, who will report to Patrick Sireta, President and CEO of APT.
The transaction is consistent with APT’s objective of expanding its RF market presence, technologies and product offering, including through strategic acquisitions. Patrick Sireta, APT’s Chief Executive Officer said, “By combining the two RF product lines APT will have comprehensive RF silicon technology coverage from 1 MHz to 3.5 GHz. Together, we believe we will increase our critical mass, expand our technology base and strengthen our ability to serve our customers. I believe the additional RF capability this combination brings coupled with the strong product and technology portfolio in our core business focused on high power and high frequency power semiconductors, positions APT extremely well across a number of markets.”
Patrick Sireta stated further, “We are excited about this strategic combination and look forward to capitalizing on the significant opportunities that it will present. Our existing and future RF business is mostly based on proprietary products with relatively long product life cycles and limited competition. This, combined with attractive growth potential makes the RF space one to which we are strategically committed.”
About Advanced Power Technology
Advanced Power Technology is a leading supplier of high performance power semiconductors used in the conditioning and control of electrical power. The Company’s products are used in communications and Internet infrastructure equipment, semiconductor capital equipment, as well as medical, industrial, and military and aerospace systems. Important information about Advanced Power Technology, Inc., including press releases and SEC filings, are available at no charge through the Company’s Web site at www.advancedpower.com.
Forward-Looking Statements are omitted