US : Powerwave Technologies and LGP Allgon Holding AB have agreed to combine their businesses in a strategic transaction which means that Powerwave will acquire all of the outstanding shares of LGP Allgon common stock.

The transaction, valued at approximately $407 million(1), will be effected through a tender offer (the "Offer") whereby Powerwave will exchange 1.1 newly issued Powerwave shares for each LGP Allgon share. This strategic combination will create a worldwide leader in the design and manufacture of a broad range of wireless infrastructure products with the capabilities to provide total customer solutions.

Bruce C. Edwards, president and chief executive officer of Powerwave, stated, "The combination of Powerwave and LGP Allgon will extend our leadership in wireless infrastructure across key products and solutions, including coverage and capacity solutions and key base station subsystems. Combining our complementary geographical strengths and customer relationships will lead to numerous cross-selling opportunities for the combined company's products on a global basis. We are excited about the opportunity to leverage one of the broadest portfolios of products and services in the wireless industry to enhance our leadership position in OEM and operator direct channels. We at Powerwave are proud to welcome the LGP Allgon team which has a strong heritage of product excellence and business execution."

Commenting on the Offer today, Bengt Broman, president and chief executive officer of LGP Allgon, said, "LGP Allgon and Powerwave are an excellent combination. This strategic combination will result in a broader product portfolio for the existing generation technologies and provide a stronger platform for providing next generation technologies. This strategic combination will significantly expand geographic coverage for both businesses across all customer segments and markets and will create a truly global provider of higher value integrated wireless solutions."

Powerwave and LGP Allgon have highly complementary product lines and technologies and a key benefit of the combination will be to expand their product portfolio while leveraging their industry leading engineering and design capabilities to provide total RF-based solutions to the wireless infrastructure marketplace. Powerwave and LGP Allgon believe that customers in the wireless infrastructure market can benefit from more complete end-to-end solutions for their complex network needs.

The combined company will have an enhanced platform to capture the next generation or 3G technology rollout with a broad product portfolio which includes multi-carrier power amplifiers, antennas, repeaters, integrated transceivers, and tower-mounted amplifiers. The combined company will also be able to offer to both original equipment manufacturers and mobile network operators a wide range of current generation products, including antennas, RF filters, RF power amplifiers, TMAs, combiners, repeaters, boosters, and a wide range of integrated products for use with wireless networks worldwide.

In addition, the combined purchasing power of the two organizations will enable the new company to achieve significant cost synergies while leveraging their production capabilities.

Pro forma combined sales for the twelve months ended September 30, 2003 exceed approximately $527 million(2). Proforma combined fiscal year 2004 revenues are expected to be in excess of $600 million(1). The combined company will have approximately 1,900 employees and operations in over 21 locations worldwide.

The transaction is expected to be accretive to Powerwave's earnings per share in the first full quarter following the completion of the Offer, excluding one-time expenses. The combined company believes that there are substantial opportunities for synergies and cost savings -- in excess of $15 million in annual cost savings following integration -- from efficiencies in manufacturing, purchasing, research and development, and sales.

In addition, Powerwave and LGP Allgon believe that there are significant further opportunities for revenue enhancement through maximization of the combined company's broader product portfolio and complete RF solutions capabilities.

Under the terms of the Offer, which has been unanimously approved by the Board of Directors of both companies, LGP Allgon shareholders will receive 1.1 shares of newly-issued Powerwave common stock for each LGP Allgon share that they own. Based on Powerwave's closing price on the Nasdaq National Market on November 28, 2003, the transaction values LGP Allgon shares at SEK 61.87 ($8.1950(1)) per share. In addition, LGP Allgon shareholders will be offered the opportunity, under a cash alternative, to elect for all or a specified number of their LGP Allgon shares to be acquired by Powerwave for SEK 61.87 ($8.1950(1)) in cash per LGP Allgon share. LGP Allgon shareholders may tender their shares under both the share and cash alternative. The cash alternative of the Offer is not contingent on any external financing.

The cash alternative is subject to an aggregate maximum disbursement of $125 million (SEK 944 million(1)). In the event of a higher acceptance level, a proportionate reduction will be made, and excess shares shall be deemed tendered in accordance with the share alternative.

Following completion of the Offer and assuming all outstanding shares of LGP Allgon are tendered for stock, Powerwave shareholders will own approximately 54% and LGP Allgon shareholders will own approximately 46% of the combined company, on a basic share basis excluding Powerwave's convertible subordinated notes.

Certain LGP Allgon shareholders, namely Dag Tigerschiold, members of the Gottschlich family, and the Skanditek group, representing in aggregate approximately 19 percent of the voting rights and issued share capital of LGP Allgon, have entered into option agreements(3) with Powerwave under which Powerwave may acquire their LGP Allgon shares, subject to certain conditions, for equivalent consideration as in the share alternative to the Offer.

Bruce Edwards will continue as CEO of the combined company. Seats on the Board of Directors of Powerwave will be made available to each of Dag Tigerschiold and Mikael Gottschlich following the completion of the Offer.

Completion of the transaction, which is currently expected to occur in the first quarter of 2004, is subject to approval of shareholders of Powerwave of the issuance of Powerwave stock in the Offer and amendment of the Certificate of Incorporation to increase the authorized shares of common stock of Powerwave. The Offer is also subject to the tendering to Powerwave of over 90% of the outstanding shares and votes in LGP Allgon on a fully diluted basis. The transaction will also be subject to applicable governmental approvals and other customary closing conditions.

Deutsche Bank Securities acted as sole financial advisor to Powerwave. Merrill Lynch and Enskilda Securities acted as co-financial advisors to LGP Allgon.