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BOCA RATON, FL—SEPTEMBER 13, 2004 --
Airspan Networks, Inc., (NASDAQ: AIRN), announced today that it
has entered into Preferred Stock Purchase Agreement, effective
September 10, 2004, with Oak Investment Partners XI, Limited Partnership
(“Oak”) pursuant to which the Company will sell 73,000
shares of Series A Preferred Stock to Oak for $29.2 million. Affiliates
of Oak were among the Company’s largest sources of pre-public
venture capital. This private placement of Series A Preferred
Stock is subject to the closing of the transaction, which the
Company anticipates will occur today, Monday, September 13, 2004. Stonestrom continued: “The past eighteen months have been a period of tremendous growth for Airspan, fueled by enhancements to our AS40X0 product lines and the successes of our two acquisitions – WipLL and Proximity. We see numerous opportunities to grow our business, both organically and through selective acquisitions. With these new funds, we expect to be able to continue to grow our market share and to further capitalize on related opportunities in the wireless equipment arena. Oak’s actions underscore its continued confidence in the Company’s strategy.” Bandel Carano, general partner at Oak, commented: “Airspan has become a market leading force in the broadband wireless equipment market, and we expect the Company to capitalize on many new product cycles in the future. We are particularly excited about Airspan’s WiMAX development roadmap, as we believe this new technology will substantially change the access equipment landscape.” Upon closing of the transaction, pursuant to the agreement, Oak would purchase 73,000 shares of Series A Preferred Stock, which are convertible into 7,300,000 shares of common stock, for $400 per share of preferred stock or $4 per share of common stock equivalent. The per common stock equivalent price was established at a discount of approximately 10% off the trailing 10 day volume weighted average closing price for the common stock on September 9, 2004. The sale of the Series A Preferred Stock is not and will not be registered under the Securities Act of 1933, and the Series A Preferred Stock may not be offered or sold in the United States absent registration or the availability of an applicable exemption from registration requirements. Holders of the Series A Preferred Stock may convert the stock into shares of Airspan’s common stock at any time. After 24 months, the Series A Preferred Stock will automatically convert into shares of Airspan’s common stock if it trades above $12.00 per share for 30 consecutive days. Airspan also has the right, after 5 years, to buy back the Series A Preferred Stock at a price of $5.00 per common share equivalent. Pursuant to the agreement, the holders of the Series A Preferred Stock have agreed to a lockup with respect to the shares (and the underlying common stock). The lockup will expire in stages beginning 18 months from the date the shares were purchased. Airspan has agreed, upon certain terms and conditions, to register the resale of the shares underlying the Series A Preferred Stock with the Securities and Exchange Commission.
The Company has scheduled an investor conference call for 4:30 p.m. EDT today. The dial-in numbers for the live conference call are as follows: US toll-free number is (877) 292-2287; international access dial-in number is 1-703-871-3727. Reference the Airspan conference call. For those who cannot listen to the live call, an audio replay of the call will be available. The US toll-free number for the replay is 1-888-266-2081; international access number for the replay is 1-703-925-2533. Please use access code 558329.
About Airspan Networks, Inc. About Oak This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, including statements regarding our strategy, future operations, financial position, future revenues, projected costs, prospects, plans and objectives of management, may be deemed to be forward-looking statements. The words "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "would" and similar expressions or negative variations thereof are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Investors and others are therefore cautioned that a variety of factors, including certain risks, may affect our business and cause actual results to differ materially from those set forth in the forward-looking statements. These risk factors include, without limitation, (i) a slowdown of expenditures by communication service providers; (ii) increased competition from alternative communication systems; (iii) the failure of our existing or prospective customers to purchase products as projected; (iv) our inability to successfully implement cost reduction or containment programs; (v) a loss of any of our key customers; (vi) our ability to retain the largest existing customer of Proximity products; (vii) our ability to continue to sell the existing inventory of the Proximity fixed wireless business on purchase terms and conditions comparable to those currently utilized, and (viii) our ability to use the funds obtained from the issuance of the Series A Preferred Stock to make successful acquisitions to grow our business, or to develop new WiMAX products that will be sold to customers. The Company is also subject to the risks and uncertainties described in its filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2003. You should read those factors as being applicable to all related forward-looking statements wherever they appear in this press release. We do not assume any obligation to update any forward-looking statements. For Investment and Media Inquiries,
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