Wireless Telecom Group to Acquire Holzworth Instrumentation for $10 Million

The Wireless Telecom Group has signed a definitive agreement to acquire Holzworth Instrumentation, a Boulder, Colorado-based provider of specialty phase noise analyzers and signal generators for $10 Million. Holzworth instruments are used by government labs, the semiconductor industry, and network equipment providers, among others, in research and automated test environments. The Company expects to close this acquisition in the months ahead.

Timothy Whelan, CEO of Wireless Telecom Group, commented - The move to acquire Holzworth, a complimentary business for their Test and Measurement segment which serves a common customer base with common channel partners, is the part of their long-term strategy. This acquisition is expected to drive future growth and accretive profitability to its Test and Measurement segment by the attractive margins of the business. This merger will enable the Wireless Telecom Group to develop test solutions for future wireless technologies in radar, satellite communications and 5G.

Holzworth is an established test and measurement brand, well known for its ultra-low phase noise, high stability phase noise analyzers and signal generators. Products designed by Holzworth are used by customers on the cutting edge of high technology research, development, and production in government, commercial and academic environments. Their solutions meet demanding performance specifications in a unique form factor at an attractive price point, allowing them to compete with some of the largest test and measurement equipment manufacturers worldwide.

The initial purchase price for Holzworth is comprised of $8.0 million of cash payable at closing, $1.5 million in deferred cash payments, subject to minimum EBITDA (as defined in the acquisition agreement) thresholds, and $500,000 of Wireless Telecom Group Inc. common stock based on the 90-day volume-weighted average share price of $1.44 per share. The shares will be subject to a 36-month lock-up provision.

The transaction closing is conditioned upon the Company obtaining proceeds from a debt financing in an amount sufficient to pay the total closing cash consideration of the acquisition of $8.0 million. The Company is engaged in a process to obtain such financing.

The Holzworth acquisition agreement also includes customary representations and warranties and indemnifications of both the Company and Holzworth and is subject to customary closing conditions in addition to the debt financing condition.

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