Vari-L Company Announces Definitive Agreement To Sell Assets to Sirenza Microdevices

02 Dec, 2002, 00:00 ET from Vari-L Company, Inc.

    DENVER, Dec. 2 /PRNewswire-FirstCall/ --
 Vari-L Company, Inc. (OTC Bulletin Board:   VARL), a leading provider of
 advanced components for the wireless telecommunications industry, today
 announced a definitive agreement to sell substantially all of its assets to
 Sirenza Microdevices, Inc. (Nasdaq:   SMDI) for approximately $13.6 million in
 common stock and cash and forgiveness of $1.4 million in secured bridge loans.
 The transaction has been approved by the boards of both companies and is
 expected to close in the first quarter of 2003, subject to approval of Vari-L
 shareholders and customary closing conditions.
     Under terms of the definitive agreement, Sirenza will forgive $1.4 million
 in secured bridge loans to Vari-L.  In addition, Sirenza will pay Vari-L
 $13.6 million in cash and stock.  This amount will be adjusted down for any
 funds drawn by Vari-L on its secured bridge loan facility with Sirenza, as
 announced October 8, 2002, in excess of the initial $1.4 million drawdown, and
 is also subject to adjustment for certain working capital changes since
 September 30, 2002.  The amount drawn under the credit facility in excess of
 the initial drawdown will depend on the timing of the closing, Vari-L's
 results of operations and other factors.  Vari-L expects to draw at least
 $2.5 million in excess of the initial drawdown prior to the close of the
 transaction.  The net consideration, after deducting drawdowns in excess of
 the initial $1.4 million, will be paid 45% in cash and 55% in shares of
 Sirenza's stock valued at $1.44 per share.
     "We are pleased with the terms of the proposed transaction and believe the
 business combination with Sirenza to be in the best interests of Vari-L's
 shareholders and customers," said Chuck Bland, president and CEO of Vari-L.
 "Vari-L and Sirenza have complementary technologies and product lines and
 serve many common customers in the wireless and wireline markets.  The
 synergies created by this transaction are substantial and should result in a
 much stronger, more competitive company that is well positioned to build
 shareholder value."
 
     Conference Call
     Vari-L will hold a conference call with investors on Tuesday, December 3,
 2002, at 4:00 p.m. MT / 6:00 p.m. ET.  The call-in number is 1-800-218-0713
 (domestic toll free) and 1-303-262-2075 (Denver and international).  The
 conference I.D. number is 512480.  The call will also be broadcast over the
 Internet at http://www.firstcallevents.com/service/ajwz370555825gf12.html .
 To listen to the live call, please go to the web site 15 minutes early to
 register and download any necessary audio software.  If you are unable to
 participate, the call will be archived at
 http://www.firstcallevents.com/service/ajwz370555825gf12.html .
 
     About Vari-L
     Headquartered in Denver, Vari-L designs, manufactures and markets wireless
 communications components that generate or process radio frequency (RF) and
 microwave frequency signals.  Vari-L's products are used in commercial
 infrastructure equipment (including GSM/cellular/PCS base stations and
 repeaters, fixed terminal point to point/multi-point,) consumer subscriber
 products (advanced cellular/PCS/satellite handsets), and military/aerospace
 platforms (satellite communications/telemetry, missile guidance, electronic
 warfare, electronic countermeasures, battlefield communications).  Vari-L
 serves a diverse customer base of the world's leading technology companies,
 including Agilent Technologies, Ericsson, Harris, Hughes Network Systems,
 Lockheed Martin, Lucent Technologies, Microwave Data Systems, Marconi,
 Motorola, Netro, Nokia, Raytheon, Textron, Siemens, and Solectron.
 
     Additional Information and Where to Find It
     Under the terms of the definitive agreement, Sirenza is required to file a
 registration statement on Form S-4 in connection with the proposed acquisition
 of substantially all of the assets and assumption of specified liabilities of
 Vari-L, and Vari-L intends to mail a proxy statement/prospectus to its
 stockholders in connection with the transaction.  Investors and security
 holders of Vari-L are urged to read the proxy statement/prospectus when it
 becomes available because it will contain important information about Sirenza,
 Vari-L and the transaction.  Investors and security holders may obtain a free
 copy of the proxy statement/prospectus, when it becomes available, at the
 SEC's website at www.sec.gov .  A free copy of the proxy statement/prospectus
 may also be obtained from Sirenza or Vari-L.  Vari-L and its executive
 officers and directors may be deemed to be participants in the solicitation of
 proxies from the stockholders of Vari-L in favor of the transaction.  Sirenza
 and its executive officers and directors may be deemed to be participants in
 the solicitation of proxies from the stockholders of Vari-L in favor of the
 transaction.  Information regarding Vari-L's executive officers and directors
 is contained in Vari-L's Form 10-K for the year ended June 30, 2002, which is
 filed with the SEC.  Information regarding Sirenza's executive officers and
 directors is contained in Sirenza's Form 10-K for the year ended December 31,
 2001 and its proxy statement dated April 1, 2002, both of which are filed with
 the SEC.  A description of employment agreements and other interests of the
 Sirenza and Vari-L executive officers and directors will be available in the
 registration statement and the proxy statement/prospectus.
     In addition to the registration statement on Form S-4 to be filed by
 Sirenza in connection with the transaction, and the proxy statement/prospectus
 to be mailed to the stockholders of Vari-L in connection with the transaction,
 Sirenza and Vari-L each file annual, quarterly and special reports, proxy and
 information statements, and other information with the SEC.  Investors may
 read and copy any of these reports, statements and other information at the
 SEC's public reference rooms located at 450 Fifth Street, N.W., Washington,
 D.C. 20549, or any of the SEC's other public reference rooms.  Investors
 should call the SEC at 1-800-SEC-0330 for further information on these public
 reference rooms.  The reports, statements and other information filed by
 Sirenza and Vari-L with the SEC are also available for free at the SEC's
 website at www.sec.gov .  Free copies of these reports, statements and other
 information may also be obtained from Sirenza or Vari-L.
 
     Forward Looking Statements
     Some of the statements in this news release are "forward looking
 statements" as that term is defined in the Private Securities Litigation
 Reform Act of 1995.  These forward-looking statements are based on a number of
 assumptions by us about the future, usually based on current conditions or on
 the broader expectations of others.  These assumptions may or may not prove to
 be correct and, as a result, our own forward-looking statements may also be
 inaccurate.  On the other hand, based on what we know today and what we expect
 in the future, we believe that the forward-looking statements we make in this
 report are reasonable.  In most cases, when we use words like "believe,"
 "expect," "estimate," "anticipate," "project," "plan," or "predict" to
 describe something which has not yet occurred, we are making a forward-looking
 statement.
     We cannot list here all of the risks and uncertainties that could cause
 our actual future financial and operating results to differ materially from
 our historical experience and our present expectations or projections but we
 can identify many of them.  For example, our future results could be affected
 by the overall market for various types of wireless communications products,
 the success of the specific products into which our products are integrated,
 governmental action relating to wireless communications, licensing and
 regulation, the accuracy of our internal projections as to the demand for
 certain types of technological innovation, competitors' products and pricing,
 the success of new product development efforts, the timely release for
 production and the delivery of products under existing contracts, the ultimate
 outcome of pending and threatened litigation and regulatory action as well as
 those factors discussed in our Form 10-K for the year ended June 30, 2002.
 Our future results could also be affected by risks and uncertainties related
 to the proposed transaction with Sirenza, including whether such transaction
 can be completed and the timing of the closing of such transaction, the amount
 of additional loans that we incur under our bridge loan facility with Sirenza
 and whether the $5.3 million credit facility will be adequate to fund the
 Company's operations, whether the costs of completing the transaction exceed
 management's estimates, and the reaction of our customers, vendors and
 distributors to proposed transaction.  It is also important to remember that
 forward-looking statements speak only as of the date when they are made and we
 do not promise that we will publicly update or revise those statements
 whenever conditions change or future events occur.  Accordingly, we do not
 recommend that any person seeking to evaluate our company should place undue
 reliance on any forward-looking statement in this report.
 
                      MAKE YOUR OPINION COUNT - Click Here
                http://tbutton.prnewswire.com/prn/11690X55605213
 
 

SOURCE Vari-L Company, Inc.
    DENVER, Dec. 2 /PRNewswire-FirstCall/ --
 Vari-L Company, Inc. (OTC Bulletin Board:   VARL), a leading provider of
 advanced components for the wireless telecommunications industry, today
 announced a definitive agreement to sell substantially all of its assets to
 Sirenza Microdevices, Inc. (Nasdaq:   SMDI) for approximately $13.6 million in
 common stock and cash and forgiveness of $1.4 million in secured bridge loans.
 The transaction has been approved by the boards of both companies and is
 expected to close in the first quarter of 2003, subject to approval of Vari-L
 shareholders and customary closing conditions.
     Under terms of the definitive agreement, Sirenza will forgive $1.4 million
 in secured bridge loans to Vari-L.  In addition, Sirenza will pay Vari-L
 $13.6 million in cash and stock.  This amount will be adjusted down for any
 funds drawn by Vari-L on its secured bridge loan facility with Sirenza, as
 announced October 8, 2002, in excess of the initial $1.4 million drawdown, and
 is also subject to adjustment for certain working capital changes since
 September 30, 2002.  The amount drawn under the credit facility in excess of
 the initial drawdown will depend on the timing of the closing, Vari-L's
 results of operations and other factors.  Vari-L expects to draw at least
 $2.5 million in excess of the initial drawdown prior to the close of the
 transaction.  The net consideration, after deducting drawdowns in excess of
 the initial $1.4 million, will be paid 45% in cash and 55% in shares of
 Sirenza's stock valued at $1.44 per share.
     "We are pleased with the terms of the proposed transaction and believe the
 business combination with Sirenza to be in the best interests of Vari-L's
 shareholders and customers," said Chuck Bland, president and CEO of Vari-L.
 "Vari-L and Sirenza have complementary technologies and product lines and
 serve many common customers in the wireless and wireline markets.  The
 synergies created by this transaction are substantial and should result in a
 much stronger, more competitive company that is well positioned to build
 shareholder value."
 
     Conference Call
     Vari-L will hold a conference call with investors on Tuesday, December 3,
 2002, at 4:00 p.m. MT / 6:00 p.m. ET.  The call-in number is 1-800-218-0713
 (domestic toll free) and 1-303-262-2075 (Denver and international).  The
 conference I.D. number is 512480.  The call will also be broadcast over the
 Internet at http://www.firstcallevents.com/service/ajwz370555825gf12.html .
 To listen to the live call, please go to the web site 15 minutes early to
 register and download any necessary audio software.  If you are unable to
 participate, the call will be archived at
 http://www.firstcallevents.com/service/ajwz370555825gf12.html .
 
     About Vari-L
     Headquartered in Denver, Vari-L designs, manufactures and markets wireless
 communications components that generate or process radio frequency (RF) and
 microwave frequency signals.  Vari-L's products are used in commercial
 infrastructure equipment (including GSM/cellular/PCS base stations and
 repeaters, fixed terminal point to point/multi-point,) consumer subscriber
 products (advanced cellular/PCS/satellite handsets), and military/aerospace
 platforms (satellite communications/telemetry, missile guidance, electronic
 warfare, electronic countermeasures, battlefield communications).  Vari-L
 serves a diverse customer base of the world's leading technology companies,
 including Agilent Technologies, Ericsson, Harris, Hughes Network Systems,
 Lockheed Martin, Lucent Technologies, Microwave Data Systems, Marconi,
 Motorola, Netro, Nokia, Raytheon, Textron, Siemens, and Solectron.
 
     Additional Information and Where to Find It
     Under the terms of the definitive agreement, Sirenza is required to file a
 registration statement on Form S-4 in connection with the proposed acquisition
 of substantially all of the assets and assumption of specified liabilities of
 Vari-L, and Vari-L intends to mail a proxy statement/prospectus to its
 stockholders in connection with the transaction.  Investors and security
 holders of Vari-L are urged to read the proxy statement/prospectus when it
 becomes available because it will contain important information about Sirenza,
 Vari-L and the transaction.  Investors and security holders may obtain a free
 copy of the proxy statement/prospectus, when it becomes available, at the
 SEC's website at www.sec.gov .  A free copy of the proxy statement/prospectus
 may also be obtained from Sirenza or Vari-L.  Vari-L and its executive
 officers and directors may be deemed to be participants in the solicitation of
 proxies from the stockholders of Vari-L in favor of the transaction.  Sirenza
 and its executive officers and directors may be deemed to be participants in
 the solicitation of proxies from the stockholders of Vari-L in favor of the
 transaction.  Information regarding Vari-L's executive officers and directors
 is contained in Vari-L's Form 10-K for the year ended June 30, 2002, which is
 filed with the SEC.  Information regarding Sirenza's executive officers and
 directors is contained in Sirenza's Form 10-K for the year ended December 31,
 2001 and its proxy statement dated April 1, 2002, both of which are filed with
 the SEC.  A description of employment agreements and other interests of the
 Sirenza and Vari-L executive officers and directors will be available in the
 registration statement and the proxy statement/prospectus.
     In addition to the registration statement on Form S-4 to be filed by
 Sirenza in connection with the transaction, and the proxy statement/prospectus
 to be mailed to the stockholders of Vari-L in connection with the transaction,
 Sirenza and Vari-L each file annual, quarterly and special reports, proxy and
 information statements, and other information with the SEC.  Investors may
 read and copy any of these reports, statements and other information at the
 SEC's public reference rooms located at 450 Fifth Street, N.W., Washington,
 D.C. 20549, or any of the SEC's other public reference rooms.  Investors
 should call the SEC at 1-800-SEC-0330 for further information on these public
 reference rooms.  The reports, statements and other information filed by
 Sirenza and Vari-L with the SEC are also available for free at the SEC's
 website at www.sec.gov .  Free copies of these reports, statements and other
 information may also be obtained from Sirenza or Vari-L.
 
     Forward Looking Statements
     Some of the statements in this news release are "forward looking
 statements" as that term is defined in the Private Securities Litigation
 Reform Act of 1995.  These forward-looking statements are based on a number of
 assumptions by us about the future, usually based on current conditions or on
 the broader expectations of others.  These assumptions may or may not prove to
 be correct and, as a result, our own forward-looking statements may also be
 inaccurate.  On the other hand, based on what we know today and what we expect
 in the future, we believe that the forward-looking statements we make in this
 report are reasonable.  In most cases, when we use words like "believe,"
 "expect," "estimate," "anticipate," "project," "plan," or "predict" to
 describe something which has not yet occurred, we are making a forward-looking
 statement.
     We cannot list here all of the risks and uncertainties that could cause
 our actual future financial and operating results to differ materially from
 our historical experience and our present expectations or projections but we
 can identify many of them.  For example, our future results could be affected
 by the overall market for various types of wireless communications products,
 the success of the specific products into which our products are integrated,
 governmental action relating to wireless communications, licensing and
 regulation, the accuracy of our internal projections as to the demand for
 certain types of technological innovation, competitors' products and pricing,
 the success of new product development efforts, the timely release for
 production and the delivery of products under existing contracts, the ultimate
 outcome of pending and threatened litigation and regulatory action as well as
 those factors discussed in our Form 10-K for the year ended June 30, 2002.
 Our future results could also be affected by risks and uncertainties related
 to the proposed transaction with Sirenza, including whether such transaction
 can be completed and the timing of the closing of such transaction, the amount
 of additional loans that we incur under our bridge loan facility with Sirenza
 and whether the $5.3 million credit facility will be adequate to fund the
 Company's operations, whether the costs of completing the transaction exceed
 management's estimates, and the reaction of our customers, vendors and
 distributors to proposed transaction.  It is also important to remember that
 forward-looking statements speak only as of the date when they are made and we
 do not promise that we will publicly update or revise those statements
 whenever conditions change or future events occur.  Accordingly, we do not
 recommend that any person seeking to evaluate our company should place undue
 reliance on any forward-looking statement in this report.
 
                      MAKE YOUR OPINION COUNT - Click Here
                http://tbutton.prnewswire.com/prn/11690X55605213
 
 SOURCE  Vari-L Company, Inc.