Houston and Santa Clara, CA - March 14, 2005 -- Mimix Broadband, Inc. and Celeritek, Inc. jointly announced today they have entered into an asset purchase agreement pursuant to which Mimix will acquire substantially all of Celeritek's assets relating to its gallium arsenide (GaAs) semiconductor components business for $2.8 million in cash. Under the agreement, Mimix will also assume approximately $6 million in liabilities of Celeritek. Assets excluded from the transaction include Celeritek's cash, cash-equivalents, and certain other non-operating assets.
Celeritek's GaAs semiconductor components business designs and manufactures radio frequency integrated circuits (RFICs), low noise amplifiers, gain blocks, and power amplifier modules using GaAs based device technology. These products are used in a variety of commercial and defense applications. Following the transaction, Mimix intends to maintain the business in Santa Clara.
"Celeritek's 19 years of expertise in designing and manufacturing GaAs components will give Mimix an immediate platform to expand its product portfolio and serve new, complementary markets," stated Rick Montgomery, CEO of Mimix Broadband. "As a result of this transaction, Mimix will be able to offer a more diversified product portfolio to serve the top tier telecom, satellite and defense companies and will have the assets and capabilities to be a leading player in both the microwave and millimeter-wave semiconductor marketplaces."
The closing of the asset sale is subject to approval by Celeritek's shareholders and other closing conditions. The $2.8 million purchase price is subject to adjustment based on Celeritek's working capital at the time of closing. $300,000 of the purchase price will be held in escrow for six months to satisfy any indemnification claims by Mimix.
If the asset sale is consummated, Celeritek will have no remaining operating assets and, subject to the approval of its shareholders, intends to wind up its business and effect a complete liquidation and dissolution. In connection with such dissolution, Celeritek plans to distribute its remaining assets to its shareholders after satisfying or adequately providing for all of its remaining liabilities. The timing of such distribution to shareholders has not been determined. Provided that Celeritek has adequate assets to do so, Celeritek's board of directors may determine to make an initial cash distribution to shareholders following the closing of the proposed asset sale to Mimix.