BreezeCOM Merges With Floware

Broadband wireless access equipment developers

BreezeCOM (Nasdaq:

BRZE) and Floware

Wireless Systems (Nasdaq:

FLRE) have announced a merger.

The stock-for-stock transaction is hoped to infuse the combined company

with enhanced growth potential based on the foundation of each company’s

worldwide customer base.

Under the terms of the merger agreement, which has been unanimously

approved by both boards of directors, each ordinary share of Floware will

be converted into 0.767 ordinary shares of BreezeCOM in a tax-free transaction..

The merger is to be accounted for as a purchase transaction.

A new name

The new combined company will subsequently be renamed, according to the

announcement. The new name, however, has not been released.

The new company will have approximately 53.3 million shares outstanding,

with the current BreezeCOM shareholders owning 55% of the combined company

and current Floware shareholders owning 45% of the combined company, on

a fully diluted basis. Based on closing prices on April 4, 2001, the new

company will have a pro forma market capitalization of approximately $330

million and over $220 million of cash.

The transaction is expected to close during the third quarter of 2001,

and is subject to approval by shareholders of BreezeCOM and Floware, regulators

and other customary closing conditions.

BreezeCOM and Floware complement each other in terms of product offering,

geographical presence, customers and distribution channels. Both companies

supply point-to-multipoint broadband wireless access solutions. BreezeCOM

targets the residential and small office home office (SOHO) markets selling

to both ISPs and carriers and Floware targets small-to-medium enterprises

(SME) and the multi-tenant unit market (MTU) via telecom carriers. The

combined company will have a point-to-multipoint product offering with

transmission frequencies ranging from 2.4GHz in the unlicensed band up

to 26GHz in the licensed band.

Both BreezeCOM and Floware are headquartered in Israel, and operate

globally. BreezeCOM has a sales operation located in the US, which has

enabled the company to establish a presence in North America and penetrate

Latin America. BreezeCOM also has a presence in Scandinavia, Eastern Europe,

and Asia.

Floware’s primary sales channel is through telecom system integrators.

Floware has a strategic relationship with Siemens, which will hold over

10 percent of the combined company after the merger. Floware has also

penetrated Latin America and Asia.

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