Netro - SelfTender Offer - die Chance - 500 Beiträge pro Seite

[JosedelaVega]

Thursday July 18, 4:45 pm Eastern Time

Press Release

SOURCE: Netro Corporation

Netro Announces Self Tender
Offer, Stock Repurchase Plan

SAN JOSE, Calif.--(BUSINESS WIRE)--July 18, 2002--Netro
Corporation (Nasdaq:NTRO - News) a leading provider of
broadband fixed wireless solutions announced today that its
Board of Directors has authorized the Company to purchase up
to 23,000,000 shares, or approximately 38% of its outstanding
common stock, under a Dutch auction tender offer at a purchase
price per share of between $3.50 and $4.00.

The tender offer will commence Friday, July 19, 2002 and will
expire at 5:00 p.m. New York City time on Friday, August 16,
2002, unless extended.

Netro is also announcing that its Board has authorized
management to make open market repurchases of its shares. The
repurchases will not take place until at least 10 business days
after the tender offer is completed and are subject to applicable
SEC and other regulations. The maximum amount to be used in
such repurchases is $100,000,000, less the amount actually used
to purchase shares in the tender offer.

Commenting on the Board`s action, Gideon Ben Efraim, Netro`s
Chairman and Chief Executive Officer stated: "The Board took
this action following a thorough review of Netro`s AirStar and
Angel product lines and their respective markets. Based upon
management`s assessment of current and potential market
demand, the Board believes that Netro`s market sector, while
experiencing a cyclical downturn, continues to hold long-term
potential and that both AirStar and Angel are well-positioned to
benefit when the market recovers. The Board has determined
that the Company has sufficient cash resources to finance the
tender offer and subsequent repurchase without compromising its ability to achieve its long-term
financial, operational and product goals."

Ben-Efraim continued, "While the Board has periodically reviewed alternative uses of the
Company`s cash resources, such as possible acquisitions, it has not identified any current
acquisition opportunities that it believes are available on attractive terms. The Board believes that
the offer is an effective means of returning excess cash to stockholders because it permits tendering
stockholders to have their shares repurchased at a premium of 41% to 61% over Netro`s closing
price per share of $2.49 on July 17, 2002, the last full trading day prior to the date of the
announcement of the tender offer. In addition, it permits those stockholders who elect not to tender
or sell their shares to the company, to retain a greater percentage ownership in Netro following the
tender offer."

Neither Netro nor its Board of Directors nor the dealer manager is making a recommendation to
stockholders as to whether to participate in the offer, or the price or prices at which stockholders
may choose to tender their shares. We have consulted with our directors and executive officers each
of whom have indicated that they do not intend to participate in the tender offer. Certain affiliates
of our directors, however, including AT&T Wireless Services, Inc. and an adult son of Gideon
Ben-Efraim may choose to participate in the tender offer."

Sanjay Khare, Netro`s Chief Financial Officer commented: "After completion of the tender offer,
Netro expects to have sufficient cash, marketable securities and cash flow to meet its ongoing needs
for operations and anticipated capital expenditures."

Under the terms of the offer, Netro stockholders may offer to sell to Netro all or a portion of the
shares they own within a price range of $3.50 to $4.00 per share in cash. As a result, assuming
Netro`s tender offer is fully subscribed, Netro expects to purchase approximately 38% of its
outstanding common stock. Netro expects to fund the tender offer with its cash on hand. At June
30, 2002 Netro had approximately $278 million in cash, cash equivalents and short and long-term
marketable securities.

Under the Dutch auction procedure, Netro will be soliciting stockholder interest in tendering all or
a fraction of their shares at prices between $3.50 and $4.00 per share. The price at which Netro`s
common stock is purchased from tendering stockholders and the amount of common stock
purchased will depend on the prices at which tendering holders specify they are willing to sell their
common stock and the total number of common stock tendered. Netro Corporation will determine a
final purchase price that is the lowest price in the price range enabling it to purchase up to the offer
amount of all validly tendered shares at or below the purchase price. Netro Corporation will pay
the same final purchase price for all for all Netro common stock purchased in the tender offer,
including for shares tendered at prices below the final purchase price.

If the amount of validly tendered Netro common stock exceeds 23,000,000 shares, Netro will accept
for payment at the final purchase price all common stock tendered at or below the final purchase
price on a pro rata basis, with the proration based on the number of shares properly tendered by
each holder and accepted by the company. Netro common stock tendered at prices above the final
purchase price or otherwise not purchased will be returned to tendering stockholders.

The terms and conditions of the tender offer will appear in Netro`s Offer to Purchase, which will
be dated July 19, 2002 and the related Letter of Transmittal. Copies of these and other related
documents will be mailed to all holders of Netro common stock. Subject to applicable law, Netro
may, in its sole discretion, waive any condition applicable to the tender offer and may extend or
otherwise amend the tender offer. The tender offer is not conditioned on a minimum amount of
Netro common stock being tendered. The consummation of the tender offer is subject to certain
conditions described in the Offer to Purchase.

Goldman, Sachs & Co. is acting as the dealer manager of the tender offer, Georgeson Shareholder
Communications, Inc. is the information agent and American Stock Transfer & Trust Co. is the
depositary. After commencement of the offer, additional information concerning the terms of the
tender offer, including all questions related to the mechanics of the tender offer may be obtained
by contacting the information agent at 866/367-5514 or the dealer manager at 800/323-5678.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE
SOLICITATION AND THE OFFER TO BUY NETRO`S COMMON STOCK WILL ONLY BE
MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT
NETRO WILL BE SENDING OUT ON JULY 19, 2002. STOCKHOLDERS SHOULD READ
THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING VARIOUS TERMS AND CONDITIONS OF THE OFFERS.
STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND
RELATED MATERIALS WITH RESPECT TO THE STOCK TENDER OFFER FREE AT THE
SEC`S WEBSITE AT WWW.SEC.GOV.

After the commencement of the tender offer, additional information about the Tender Offer will be
found at http://www.netro-corp.com/investors/tenderoffer." target="_blank" rel="nofollow ugc noopener">http://www.netro-corp.com/investors/tenderoffer.

A conference call to discuss the company`s financial results for the second quarter and the tender
offer will be held today, July 18, 2002, at 2:30 p.m. PDT, 5:30 p.m. EDT. Dial in numbers for the
call are: Domestic: 800/474-8920 and International 1-719-457-2727 with the passcode 518006. The
call will also be webcast using links at http://www.netro-corp.com. For those unable to participate
in the call, there will be a replay available from July 18th, 2002 at 5:30 p.m. PDT, through July
25th, 2002 11:59 p.m PDT. Please call: Domestic 888/203-1112 or International 1-719-457-0820
with the passcode 518006.

About Netro Corporation

Netro Corporation is a leading provider of fixed broadband wireless systems used by
telecommunications service providers to deliver voice and high-speed data services for access and
mobile infrastructure applications to customers worldwide. Netro`s vision is to provide
breakthrough technology packaged in a carrier-class, practical solution that enables quick service
delivery and efficient use of capital. Netro offers a broad range of low and high frequency products
for business and residential, access and mobile infrastructure needs, with a wide set of licensed
frequencies for point to multipoint: 1.9 to 39 GHz. The Company`s AirStar and Angel products
have an impressive track record of performance and stability worldwide.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Except for the historical information contained herein, the matters discussed in this news release
are forward-looking statements involving risks and uncertainties that could cause actual results to
differ materially from those in such forward-looking statements. Potential risks and uncertainties
include, but are not limited to, political and economic conditions in the countries we do business
in, business conditions generally, growth in the telecommunications industry, delays in the
expansion of networks by existing customers, the financial condition and strategy of our OEM
partners, lower than expected customer orders, competitive pressures, technological difficulties
encountered in developing new products, the availability of capital to service providers, the ability
to timely adopt the Angel product for the international marketplace, achieving revenues from the
Angel product in the second half of 2002, and Netro`s ability to manufacture and sell the Angel
product on a cost-effective basis. We expressly disclaim any responsibility to update any
projections contained herein. Further information regarding these and other risks is included in
Netro`s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, in Netro`s
Quarterly Report on Form 10-Q for the three months ended March 31, 2002 and in its other filings
with the Securities and Exchange Commission.

Contact:

Netro Corporation
Sanjay Khare, 408/216-1500 (CFO)
or
Sitrick & Company Inc.
Jeff Lloyd, 310/788-2850

[JosedelaVega]

die Makler hier in Dt. haben noch nicht
den Handel ausgesetzt ( in den USA ist
Traind-Halt


josé

[JosedelaVega]

nutzt die Chance - der Berliner
Händler gibt Stücke

josé

[JosedelaVega]

dürfte bald weiterlaufen


Wednesday July 24, 12:19 pm Eastern Time

Press Release

SOURCE: C. Robert Coates

C. Robert Coates Urges Netro`s Directors to Buy Back
More Shares to Increase Stock Price

LAKE FOREST, Ill., July 24 /PRNewswire/ -- On July 18, 2002, Netro Corporation (Nasdaq: NTRO - News)
announced that it would return to its shareholders up to $100 million of its approximately $278 million in cash
through a combined self tender and open market purchase of its stock. As a result, the company`s stock price
has jumped by almost 50% from a low of $2.06 on June 27, 2002, despite the drastic downturn in the overall
stock market averages during this same time period.

C. Robert Coates, a major Netro shareholder, said "We are pleased that Gideon Ben-Efraim, Thomas Baruch,
Irwin Federman, Lewis Chakrin, Sanford Robertson, Richard Moley and Shirley Young have now taken the
first step to increasing the company`s share price. We have been advocating a self-tender offer since October
2001 and had recently stepped up our demands for such an offer. Numerous shareholders joined us in asking
the company`s management and directors to support Netro`s stock price and prospects for future success."

The self tender by Netro includes a purchase of up to 23 million of its shares at $3.50 to $4.00 per share under a
rather complicated system known as a Dutch auction. In essence, a Dutch auction leaves the number of shares
sold and the specific price an individual receives for his or her shares unknown until the last minute. Netro`s
management has also authorized an open market purchase of shares after the self tender with any money left
over from the $100 million authorized for share purchases. Netro had announced that the details of this plan
would be made available online after the tender offer began on July 19, 2002, but that website is still not
accessible.

Coates explained, "The self tender and stock repurchase plan is a big victory for Netro`s shareholders, but the
attempts by shareholders to regain control of their firm`s future are not over yet. Unfortunately, we can`t assume
that Netro won`t waste our company`s remaining $178 million in cash after the self tender is completed. Netro
posted a loss of $18.5 million this past quarter. And with each subsequent quarter Netro may burn through
more and more of our cash resources.

"We urge the directors to expand upon their plan to buy back more shares in the company after the self tender
is completed. This is the surest way to benefit the company`s shareholders and to maintain a share price of $3.50
or more. We believe that the directors can best serve the interests of the shareholders by authorizing an
additional $100 million for buying back shares. The company would commit to buying shares in the open
market any time the share price fell below $3.50 a share.

"This buy back would force the CEO to come up with a meaningful business plan and communicate it to the shareholders. Obviously there would
be no need to spend this additional $100 million if the shareholders believed in the CEO`s ability to execute on the plan.

"Last week`s conference call on the company`s second quarter results show the need for the financial discipline that would be imposed on the CEO
by such an expanded buy-back plan. The call, like past calls, did nothing to communicate a sustainable business plan for Netro. We still don`t
know how Netro will sell its Airstar technology at a profit, nor are we convinced the company has the partners, the products or the price points to
successfully combat well-established companies that have similar 3.5 GHz, non-line-of- sight, OFDM-based products on the market. Given that
Netro`s proposed self- tender and stock repurchase program is based on its announced `ability to achieve its long-term financial, operational and
product goals,` we are asking the directors and executives to share with us a well-defined plan of action that will let them achieve those goals.

"Apparently the few securities analysts who still cover Netro heard the same old lack of a business plan on this conference call. It amazes us that
the management and directors of Netro still don`t see the need for a plan to guide them through the wreckage of the telecom industry.

"There aren`t many investment companies that still have any interest in covering Netro. Recently, three of those few remaining companies, Wells
Fargo, Wachovia and Credit Suisse First Boston issued less than flattering reports on Netro. Wells Fargo and Credit Suisse released reports after
hearing the conference call. Here are some of their comments: `Management doesn`t make decisions with regard to shareholder`s well being,` Wells
Fargo. `We do not see evidence of a credible business plan,` Wachovia. `No near term catalyst [for improvement],` and `2Q:02 Earnings Call Raises
More Questions,` Credit Suisse First Boston.

"The self tender and open market purchase already authorized by the board will increase Netro`s cash per share. There`s absolutely no reason why
Netro`s stock should ever sell for below its cash value of approximately $4.56. Obviously it would sell for more than that if the shareholders had
any confidence in the board of directors and management. With its newly acquired Project Angel technology, its cash, its experienced staff and no
debt, Netro should be one of the few winners in the telecom industry. An expanded buy back program will guarantee this for the shareholders."

Netro shareholders can call Todd Martin at the Robert Coates Group with any comments, suggestions or questions. Todd can be reached at
1-800-295-0841, extension 210. Or they can e-mail us at [e-mail] .

SOURCE: C. Robert Coates

[JosedelaVega]

josé