Subject: [NEXTEL-1] Alvarion to Acquire interWAVE Communications International

From: [email-masked]
Date: Wed, 28 Jul 2004 07:43:43 -0400

Alvarion to Acquire interWAVE Communications International

MOUNTAIN VIEW, Calif. and TEL-AVIV, Israel, July 27
/PRNewswire-FirstCall/ -- Alvarion Ltd. (Nasdaq: ALVR) and interWAVE(R)
Communications International, Ltd. (Nasdaq: IWAV) today announced that
they have entered into a definitive agreement which calls for Alvarion
to acquire interWAVE for $5.75 per share in an all-cash transaction
valued at approximately $56 million.  interWAVE is a leading provider of
compact mobile GSM and CDMA network equipment and services, primarily
aimed at low density markets in developing regions, as well as specialty
vertical applications.  Alvarion is the worldwide leader in wireless
broadband solutions and is focused on leading the market to widespread
adoption of standards-based products through its prominent work in the
WiMAX Forum(TM).

"We are excited about this transaction for several reasons," said Zvi
Slonimsky, CEO of Alvarion.  "First, it immediately provides an
outstanding cost-effective fixed and mobile cellular solution to
complement our eMGW residential voice and data solution serving regions
of the world where wireline infrastructure is missing or inadequate.
The addition of interWAVE expands our served market to include a rapidly
growing segment of the mobile equipment market, broadens our customer
base with additional top-tier operators, and leverages both our strong
channel relationships and our global sales and customer support
capabilities.

"Second, interWAVE's technical expertise in cellular systems design and
extensive experience in providing complete mobile networks will
accelerate the development of our next generation portable/mobile WiMAX
offering.  We are well-positioned to continue leading this last-mile
revolution as WiMAX moves from fixed-only solutions to include both
fixed and mobile capabilities." interWAVE provides economical and
distributed cellular networks that scale from a few thousand to 100,000
subscribers, enabling operators to minimize capital expenditures while
accelerating revenue generation.  The company's solutions are deployed
in over 50 countries by more than 100 operators, mainly local and
regional cellular operators.  Headquartered in Mountain View, CA,
interWAVE's trailing 12-month revenue for the period ended March 31,
2004 (unaudited) was $39.4 million.  interWAVE is a global company.  Its
primary activities such as research and development, operations, sales
and marketing take place in the United States, providing a Silicon
Valley presence, with engineering facilities in China and Ireland and
additional sales and marketing facilities in other locations around the
world.

"We believe that Alvarion's market recognition as a leader, its
financial strength and global presence will support rapid growth of
compact mobile networks and enable ongoing support and the ability to
handle large scale, country-wide expansions.  We consider interWAVE as
one of Alvarion's growth engines for the future," Mr. Slonimsky added.

Erwin Leichtle, CEO of interWAVE, will join Alvarion's management team
and will lead the mobile unit.  Mr. Leichtle is a telecom veteran with
more than 30 years experience in senior management positions, primarily
at Ericsson, in various international markets and the United States.
"The combined strengths of Alvarion and interWAVE will be a tremendous
benefit to wireless broadband access, and will create large new revenue
opportunities for Alvarion," added Mr. Leichtle.  "We believe that
Alvarion's global reach and strong balance sheet will accelerate the
growth of our advanced GSM and CDMA 2000 1XRTT compact network
products.  We are excited about the opportunity to contribute to the
next generation of portable/mobile WiMAX solutions through our years of
experience with mobile networks and our mobility management technology."

The transaction will be effected through the Amalgamation of interWAVE,
and a wholly owned subsidiary of Alvarion.  The transaction is subject
to and contingent upon the approval of interWAVE's stockholders.  The
boards of directors of both companies have approved the transaction and
interWAVE's board of directors has unanimously agreed to recommend that
the company's stockholders vote in favor of approving the transaction.
The acquisition is expected to be completed by the end of the third
quarter of 2004.  Based on this timing, it is expected to have minimal
impact on Alvarion's Q3 earnings, excluding any acquisition-related
charges, to be minimally dilutive in Q4 and Q1 of 2005, and to be
accretive beginning in the second quarter of 2005.

NOTE:  Alvarion will host a conference call to discuss the transaction
and answer questions at 9:00 am EDT on July 28, 2004.  Members of the
investment community may join the call by dialing (612) 326-1003 in the
USA and +1-612-326-1003 internationally.

The public also is invited to listen to the live webcast of the
conference call.  For details please visit http://www.alvarion.com.  An
archive of the on-line broadcast will be available on the website.

A replay of the call will be available from 4:00 p.m. EDT on July 28,
2004 through 11:59 p.m. EDT on August 5, 2004.  To access the replay,
please call USA: (320) 365-3844; International: +1-320-365-3844.  To
access the replay, users will need to enter the following code: 740498.

About Alvarion

With more than 2 million units deployed in 130 countries, Alvarion is
the worldwide leader in wireless broadband providing systems to
carriers, ISPs and private network operators.  Leading the WiMAX
revolution, Alvarion has the most extensive deployments and proven
product portfolio in the industry covering the full range of frequency
bands.  Alvarion's products enable the delivery of business and
residential broadband access, corporate VPNs, toll quality telephony,
mobile base station feeding, Hotspot coverage extension, community
interconnection, and public safety communications.  Alvarion works with
several top OEM providers and over 200 local partners to support its
diverse global customer base in solving their last-mile challenges.  As
a wireless broadband pioneer, Alvarion has been driving and delivering
innovations for over 10 years from core technology developments to
creating and promoting industry standards.  Leveraging its key roles in
the IEEE and HiperMAN standards committees and experience deploying
OFDM-based systems, the company's prominent work in the WiMAX Forum(TM)
is focused on increasing widespread adoption of standards-based products
in the wireless broadband market.
For more information, visit Alvarion's World Wide Web site at
http://www.alvarion.com.

About interWAVE interWAVE Communications International, Ltd. (Nasdaq:
IWAV) is a global provider of compact network solutions and services
that offer the most innovative, cost effective and scaleable network
architectures allowing operators to "reach the unreached."  interWAVE's
solutions provide economical, distributed networks that minimize capital
expenditure while accelerating customers' revenue generation.  These
solutions feature a product suite for the rapid and simple deployment of
end-to-end compact cellular systems and broadband wireless data
networks.  interWAVE's highly portable mobile, cellular networks and
broadband wireless solutions provide vital and reliable wireless
communications capabilities for customers in over 50 countries.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

interWAVE will file a proxy statement and other documents concerning the
proposed Amalgamation transaction with the SEC.  Security holders are
urged to read the proxy statement when it becomes available and other
relevant documents filed with the SEC because they will contain
important information.  interWAVE Security holders may obtain a free
copy of the proxy statement (when it is available) and other documents
filed by interWAVE with the Commission at the Commission's Web site at
http://www.sec.gov.  The proxy statement/prospectus and these other
documents may also be obtained for free from interWAVE, Investor
Relations, 2495 Leghorn Street, Mountain View, California 94043
650-314-2533.  interWAVE and Alvarion and their respective directors and
executive officers and other members of their management and their
employees may be deemed to be participants in the solicitation of
proxies from the shareholders of interWAVE with respect to the
transactions contemplated by the Amalgamation agreement.  Information
about the directors and officers of interWAVE and Alvarion and their
respective interests in the Amalgamation will be available in the proxy
statement that interWAVE will file with the SEC.  This document is
available free of charge at the Securities and Exchange Commission's Web
site at http://www.sec.gov and from interWAVE.
Reports on Form 8-K.

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