Wireless Telecom Group to Acquire Holzworth Instrumentation

On Nov 14, 2019

Parsippany-based Wireless Telecom Group, Inc. signed a definitive agreement to acquire Holzworth Instrumentation Inc., a Boulder, CO based provider of specialty phase noise analyzers and signal generators.

Holzworth instruments are used by government labs, the semiconductor industry, and network equipment providers, among others, in research and automated test environments. The Company expects to close this acquisition in the months ahead.

Timothy Whelan, CEO of Wireless Telecom Group, commented, “We remain focused executing our long-term strategy and are proud to have signed a definitive agreement to acquire Holzworth, a complimentary business for our Test and Measurement segment which serves a common customer base with common channel partners. This acquisition is expected to drive future growth and accretive profitability to our Test and Measurement segment by the attractive margins of the business.”

Whelan added, “Holzworth is an established test and measurement brand, well known for their ultra-low phase noise, high stability phase noise analyzers and signal generators. Products designed by Holzworth are used by customers on the cutting edge of high technology research, development and production in government, commercial and academic environments. Their solutions meet demanding performance specifications in a unique form factor at an attractive price point, allowing them to compete with some of the largest test and measurement equipment manufacturers worldwide. We are thrilled to welcome the skilled founders and employees of Holzworth and believe their product offerings are a perfect complement to our specialty noise generation and higher performance radio frequency power measurement solutions. The Holzworth acquisition is aligned to our focus on the growth of test and measurement solutions, which we believe will enable the future of wireless technology in radar, satellite communications and 5G.”

Jason Breitbarth, president of Holzworth, stated, “We are excited to join Wireless Telecom Group and be part of their mission to provide specialty products and unique solutions used in the development, testing and deployment of wireless connectivity. With a larger sales channel footprint, broader customer base, and a global team of RF and microwave experts, we expect to deliver even greater value to shared and new customers. We believe this combination will allow us to realize greater growth as we focus our principal skill sets on technology advancement and business development.”

The initial purchase price for Holzworth is comprised of $8.0 million of cash payable at closing, $1.5 million in deferred cash payments, subject to minimum EBITDA (as defined in the acquisition agreement) thresholds, and $500,000 of Wireless Telecom Group Inc. common stock based on the 90-day volume weighted average share price of $1.44 per share. The shares will be subject to a 36-month lock-up provision. Additional details of the agreement are set forth in a Form 8-K filed by the Company today.

The transaction closing is conditioned upon the company obtaining proceeds from a debt financing in an amount sufficient to pay the total closing cash consideration of the acquisition of $8.0 million. The company is engaged in a process to obtain such financing.

The Holzworth acquisition agreement also includes customary representations and warranties and indemnifications of both the company and Holzworth, and is subject to customary closing conditions in addition to the debt financing condition.

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