Communications Systems to Sell its Transition Networks and Net2Edge Businesses for $25.0 Million Paid at Closing Plus up to an Additional $7.0 Million in Earnout Payments - Seite 2

“While we do not yet know the exact amount and timing of the cash dividends, related to this transaction, we intend to distribute $3.50 per share or approximately $35.0 million (which would include the $1.00 per share dividend mentioned in the Company’s March 2, 2021 press release), consisting of proceeds from the sale of the Transition Networks and Net2Edge businesses and other available cash after closing the sale of these businesses, but prior to the closing of the CSI-Pineapple merger. We will provide more information about the payment of dividends in the future.”

For more information about the previously announced CSI-Pineapple merger visit https://www.commsystems.com/investor-resources.

Anita Kumar, CSI’s CEO commented, “We are confident that we have found a great home for the employees and customers of Transition Networks and Net2Edge at Lantronix. There is a growing need for actionable insight with more intelligence, computing, analytics and ubiquitous connectivity at the edge of networks. Transition Networks’ portfolio of Intelligent Edge power and connectivity products that deliver key solutions in Smart Cities, Smart Buildings and Intelligent Transportation Systems will accelerate Lantronix’ ability to deliver Intelligent hardware and software solutions for the Internet of Things (IoT). With Lantronix’ commitment to continued investment in this space through its purchase of the Transition Networks and Net2Edge businesses and the broader scale that will now become available to Lantronix, we expect this business to grow. Becoming part of Lantronix will not only offer the ability to continue our long tradition of quality products and exceptional customer support, but at the same time offer our customers a broader product offering with Lantronix’ IoT gateways and out of band management solutions.”

Dr. Kumar continued, “Lantronix will continue to keep a presence in Minnesota where Transition Networks is currently headquartered. Our team will be working closely with Lantronix to support our customers during the transition process without disruption.”

Any statement about the Purchase Agreement and the transactions described in this press release is a summary and subject to the terms of the Purchase Agreement, which will be filed as an exhibit to a filing with the Securities and Exchange Commission (“SEC”), and to other SEC filings. The Company currently expects to file a preliminary proxy statement for its 2021 Annual Meeting of Shareholders and approval of the Purchase Agreement in early May 2021 with the meeting to be held in late June 2021, and closing to occur shortly after the meeting. See “Important Information and Where to Find It,” set forth below.