WJ Communications Receives Acquisition Proposal

SAN JOSE, Calif.

WJ Communications, Inc., a leading designer and supplier of high-performance RF semiconductors and multi-chip modules, today announced that it has received a proposal from Fox Paine & Company, LLC 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.

It is anticipated that a Special Committee of the Company’s Board of Directors composed of independent directors will be formed to evaluate the proposal and will retain its own legal counsel and financial advisor.

The final terms of an acquisition, if any, will be based on negotiations between Fox Paine and the Special Committee. The proposed acquisition is subject to certain customary conditions. There can be no assurance that a definitive agreement relating to the proposal will be reached, or that a transaction will be consummated.

The proposed transaction may only be completed in accordance with applicable state and federal laws including the Securities Exchange Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. This press release shall not constitute an offer or a solicitation to buy or sell any securities of WJ Communications. Furthermore, this press release is not a proxy solicitation and proxy solicitations, if any, will only be made through a written proxy statement furnished to the Company’s stockholders.

About WJ Communications

WJ Communications Inc. is a leading RF semiconductor company focusing on the design and manufacture of high-quality devices and multi-chip modules (MCMs) for telecommunications systems worldwide. WJ’s highly reliable amplifier, mixer, RF IC and MCM products are used to transmit and receive signals that enable current and next generation wireless and wireline services.


WJ Communications Inc.

Chris Danne, 415/217-7722 (Investor Relations)


Brinlea Johnson, 415/217-7722 (Investor Relations)