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Electronics Production | March 14, 2005

Powerwave Technologies to acquire selected wireless assets of Remec

Powerwave Technologies, Inc. today announced that it has signed a definitive agreement with REMEC, Inc. to acquire certain product lines of REMEC’s Wireless Systems business. The purchase includes certain selected assets and liabilities related to REMEC’s Wireless business.
These specific product lines include RF conditioning products, filters, tower-mounted amplifiers and RF power amplifiers. The proposed acquisition does not include other businesses or obligations of REMEC, Inc.

Ronald J. Buschur, President and Chief Executive Officer of Powerwave, stated: “Our proposed acquisition of selected assets of REMEC’s Wireless Systems business will further expand Powerwave’s leadership position in the wireless infrastructure marketplace while deepening and strengthening our relationships with our customers. We will be able to significantly expand our RF conditioning product lines, filter products, as well as complement our existing tower-mounted amplifiers and RF power amplifier products. We are also excited about the opportunity to further leverage one of the broadest portfolios of products and services in the wireless industry to enhance our position in both OEM and network operator channels. In addition, we believe that the increased purchasing power from this acquisition will enable Powerwave to achieve significant cost synergies while further leveraging our global manufacturing capabilities.”

Thomas Waechter, Chief Executive Officer and President of REMEC, said: "The board of directors and management believe that the divestiture of the assets of the Wireless Systems business will provide significant value to REMEC shareholders and that the combination of those assets with Powerwave will create a leading competitor in the commercial wireless market. It is the Company's intention to distribute all of the stock of Powerwave and a portion of the cash directly to the shareholders shortly after the transaction is completed, subject to business, tax and legal requirements. We believe that receiving stock of Powerwave will allow our shareholders to directly participate in the success of the combined entity."

The boards of directors of both Powerwave and REMEC have unanimously approved the acquisition. The transaction is subject to the approval of REMEC's shareholders, as well as customary closing conditions and certain regulatory approvals. Under the terms of the acquisition, Powerwave will issue 10 million shares of Powerwave common stock and pay $40 million in cash to REMEC. Based on Powerwave’s closing share price as of March 11, 2005, the transaction is valued at approximately $118 million. Powerwave and REMEC expect the closing of the transaction to occur in the beginning of the third quarter of calendar 2005. Immediately following the close, REMEC will have an equity interest in Powerwave of approximately 7% on a fully-diluted basis, assuming conversion of Powerwave’s convertible subordinated notes.

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