UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2004
Commission File Number: 0-30628
ALVARION LTD.
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(Translation of registrant's name into English)
21A Habarzel Street, Tel Aviv 69710, Israel
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(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F |X| Form 40-F |_|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes |_| No |X|
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-___________
The following are included in this report on Form 6-K:
Sequential
Exhibit Description Page Number
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1. Press release, dated July 27, 2004 3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALVARION LTD.
Date: July 27, 2004 By: /s/ Dafna Gruber
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Name: Dafna Gruber
Title: Chief Financial Officer
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EXHIBIT 1
Investor Contacts: Press Contact:
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Dafna Gruber, CFO Dan Guitteau
+972 3 645 6252 972.998.7480
760-517-3187 dguitteau@golinharris.com
dafna.gruber@alvarion.com
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Carmen Deville
Investor Relations
760-517-3188 FOR IMMEDIATE RELEASE
carmen.deville@alvarion.com
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Cal Hoagland, SVP and CFO
interWAVE Communications
650-314-2533
choagland@iwv.com
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ALVARION TO ACQUIRE interWAVE COMMUNICATIONS INTERNATIONAL
Mountain View, CA and Tel-Aviv, Israel, July 27, 2004 - Alvarion Ltd. (NASDAQ:
ALVR) and interWAVE(R) Communications International, Ltd. (NASDAQ: IWAV) today
announced that they have entered into a definitive agreement which calls for
Alvarion to acquire interWAVE for $5.75 per share in an all-cash transaction
valued at approximately $56 million. interWAVE is a leading provider of compact
mobile GSM and CDMA network equipment and services, primarily aimed at low
density markets in developing regions, as well as specialty vertical
applications. Alvarion is the worldwide leader in wireless broadband solutions
and is focused on leading the market to widespread adoption of standards-based
products through its prominent work in the WiMAX Forum(TM).
We are excited about this transaction for several reasons," said Zvi Slonimsky,
CEO of Alvarion. "First, it immediately provides an outstanding cost-effective
fixed and mobile cellular solution to complement our eMGW residential voice and
data solution serving regions of the world where wireline infrastructure is
missing or inadequate. The addition of interWAVE expands our served market to
include a rapidly growing segment of the mobile equipment market, broadens our
customer base with additional top-tier operators, and leverages both our strong
channel relationships and our global sales and customer support capabilities.
"Second, interWAVE's technical expertise in cellular systems design and
extensive experience in providing complete mobile networks will accelerate the
development of our
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next generation portable/mobile WiMAX offering. We are well-positioned to
continue leading this last-mile revolution as WiMAX moves from fixed-only
solutions to include both fixed and mobile capabilities."
interWAVE provides economical and distributed cellular networks that scale from
a few thousand to 100,000 subscribers, enabling operators to minimize capital
expenditures while accelerating revenue generation. The company's solutions are
deployed in over 50 countries by more than 100 operators, mainly local and
regional cellular operators. Headquartered in Mountain View, CA, interWAVE's
trailing 12-month revenue for the period ended March 31, 2004 (unaudited) was
$39.4 million.
interWAVE is a global company. Its primary activities such as research and
development, operations, sales and marketing take place in the United States,
providing a Silicon Valley presence, with engineering facilities in China and
Ireland and additional sales and marketing facilities in other locations around
the world.
"We believe that Alvarion's market recognition as a leader, its financial
strength and global presence will support rapid growth of compact mobile
networks and enable ongoing support and the ability to handle large scale,
country-wide expansions. We consider interWAVE as one of Alvarion's growth
engines for the future," Mr. Slonimsky added.
Erwin Leichtle, CEO of interWAVE, will join Alvarion's management team and will
lead the mobile unit. Mr. Leichtle is a telecom veteran with more than 30 years
experience in senior management positions, primarily at Ericsson, in various
international markets and the United States.
"The combined strengths of Alvarion and interWAVE will be a tremendous benefit
to wireless broadband access, and will create large new revenue opportunities
for Alvarion," added Mr. Leichtle, "We believe that Alvarion's global reach and
strong balance sheet will accelerate the growth of our advanced GSM and CDMA
2000 1XRTT compact network products. We are excited about the opportunity to
contribute to the next generation of portable/mobile WiMAX solutions through our
years of experience with mobile networks and our mobility management
technology."
The transaction will be effected through the amalgamation of interWAVE, and a
wholly owned subsidiary of Alvarion. The transaction is subject to and
contingent upon the approval of interWAVE's stockholders. The boards of
directors of both companies have approved the transaction and interWAVE's board
of directors has unanimously agreed to recommend that the company's stockholders
vote in favor of approving the transaction.
The acquisition is expected to be completed by the end of the third quarter of
2004. Based on this timing, it is expected to have minimal impact on Alvarion's
Q3 earnings, excluding any acquisition-related charges, to be minimally dilutive
in Q4 and Q1 of 2005, and to be accretive beginning in the second quarter of
2005.
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NOTE: Alvarion will host a conference call to discuss the transaction and answer
questions at 9:00 am EDT on July 28, 2004. Members of the investment community
may join the call by dialing (612) 326-1003 in the USA and +1-612-326-1003
internationally.
The public also is invited to listen to the live webcast of the conference call.
For details please visit www.alvarion.com .An archive of the on-line broadcast
will be available on the website.
A replay of the call will be available from 4:00 p.m. EDT on July 28, 2004
through 11:59 p.m. EDT on August 5, 2004. To access the replay, please call USA:
(320) 365-3844; International: +1-320-365-3844. To access the replay, users will
need to enter the following code: 740498.
About Alvarion
With more than 2 million units deployed in 130 countries, Alvarion is the
worldwide leader in wireless broadband providing systems to carriers, ISPs and
private network operators. Leading the WiMAX revolution, Alvarion has the most
extensive deployments and proven product portfolio in the industry covering the
full range of frequency bands. Alvarion's products enable the delivery of
business and residential broadband access, corporate VPNs, toll quality
telephony, mobile base station feeding, Hotspot coverage extension, community
interconnection, and public safety communications. Alvarion works with several
top OEM providers and over 200 local partners to support its diverse global
customer base in solving their last-mile challenges.
As a wireless broadband pioneer, Alvarion has been driving and delivering
innovations for over 10 years from core technology developments to creating and
promoting industry standards. Leveraging its key roles in the IEEE and HiperMAN
standards committees and experience deploying OFDM-based systems, the company's
prominent work in the WiMAX ForumTM is focused on increasing widespread adoption
of standards-based products in the wireless broadband market.
For more information, visit Alvarion's World Wide Web site at www.alvarion.com
About interWAVE
interWAVE Communications International, Ltd. (NASDAQ: IWAV) is a global provider
of compact network solutions and services that offer the most innovative, cost
effective and scaleable network architectures allowing operators to "reach the
unreached." interWAVE's solutions provide economical, distributed networks that
minimize capital expenditure while accelerating customers' revenue generation.
These solutions feature a product suite for the rapid and simple deployment of
end-to-end compact cellular systems and broadband wireless data networks.
interWAVE's highly portable mobile, cellular networks and broadband wireless
solutions provide vital and reliable wireless communications capabilities for
customers in over 50 countries.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
interWAVE will file a proxy statement and other documents concerning the
proposed amalgamation transaction with the SEC. Security holders are urged to
read the proxy statement when it becomes available and other relevant documents
filed with the SEC because they will contain important information. interWAVE
Security holders may obtain a free copy of the proxy statement (when it is
available) and other
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documents filed by interWAVE with the Commission at the Commission's Web site at
http://www.sec.gov. The proxy statement/prospectus and these other documents may
also be obtained for free from interWAVE, Investor Relations, 2495 Leghorn
Street, Mountain View, California 94043 650-2533. interWAVE and Alvarion and
their respective directors and executive officers and other members of their
management and their employees may be deemed to be participants in the
solicitation of proxies from the shareholders of interWAVE with respect to the
transactions contemplated by the Amalgamation agreement. Information about the
directors and officers of interWAVE and Alvarion and their respective interests
in the amalgamation will be available in the proxy statement that interWAVE will
file with the SEC. This document is available free of charge at the Securities
and Exchange Commission's Web site at http://www.sec.gov and from interWAVE.
This press release contains forward -looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on the current expectations or beliefs of
Alvarion's management and are subject to a number of factors and uncertainties
that could cause actual results to differ materially from those described in the
forward -looking statements. The following factors, among others, could cause
actual results to differ materially from those described in the forward-looking
statements: our limited history in completing acquisitions may adversely impact
our ability to successfully integrate the business of Alvarion and interWAVE; we
may face liabilities and expenses in excess of those currently anticipated with
respect to the acquisition of interWAVE we may be unable to retain key personnel
of interWAVE; inability to further identify, develop and achieve success for new
products, services and technologies; increased competition and its effect on
pricing, spending, third-party relationships and revenues; as well as the in
ability to establish and maintain relationships with commerce, advertising,
marketing, and technology providers and other risks detailed from time to time
in filings with the Securities and Exchange Commission. In addition, if
interWAVE does not receive required shareholder approvals or either company
fails to satisfy other conditions to closing, the transaction will not be
consummated. Factors affecting interWAVE's business generally include those set
forth in interWAVE's filings with the SEC, including its Annual Report on Form
10-K for its most recent fiscal year and its most recent Quarterly Report on
Form 10-Q, especially in the "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" sections, and its
Current Reports on Form 8-K.
Information set forth in this press release pertaining to third parties has not
been independently verified by Alvarion and is based solely on publicly
available information or on information provided to Alvarion by such third
parties for inclusion in this press release. The web sites appearing in this
press release are not and will not be included or incorporated by reference in
any filing made by Alvarion with the Securities and Exchange Commission, which
this press release will be a part of.
You may request Alvarion's future press releases or a complete Investor Kit by
contacting Carmen Deville, Investor Relations: carmen.deville@alvarion.com or
1-760-517-3188.
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