WJ Communications Courted by Fox Paine

A fine old name in compound semi MMICs, which spawned a number of SiValley
startups over the years, is WJ Communications. WJ now specializes in multichip
modules (MCMs) and MCMs, which have been touted in silicon circles for some
time, are now hitting the compound circuit. WJ Communications, which is based
in San Jose, California USA, is being courted by Fox Paine & Company, LLC.
The offer from Paine is to acquire all of the shares held by “unaffiliated”
stockholders. Fox Paine and its affiliates currently own approximately 66% of
the outstanding shares of WJ Communications, or approximately 37.0 million shares
of a total of approximately 56.5 million shares outstanding. Fox Paine has proposed
to acquire all outstanding shares of common stock of WJ Communications not
already owned
by Fox Paine and its affiliates (other than shares to be
rolled over in the proposed transaction by certain members of WJ Communications’
present and former management and employees
) for $1.10 per share in cash.
The stock price represents a 22% premium to the average 30-day trading period
ended September 18, 2002. The proposed transaction would be in the form of a
cash merger with an affiliate of Fox Paine and would not be subject to any financing
conditions. See WJ’s news
release
for more information.