-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PmkWhHNh/JnVvAB4B6w0bjlPzYf/SCfyJukjPA/TPYqUdrryhfsLFhtsvPpF0u6G JAuH8gfGpoxq64MfRzy9/Q== 0001206212-03-000134.txt : 20030828 0001206212-03-000134.hdr.sgml : 20030828 20030828164755 ACCESSION NUMBER: 0001206212-03-000134 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030828 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SR TELECOM INC CENTRAL INDEX KEY: 0001223165 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 MAIL ADDRESS: STREET 1: 8150 TRANS CANADA HIGHWAY CITY: ST LAURENT STATE: A8 ZIP: H4C 1M5 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETRO CORP CENTRAL INDEX KEY: 0001087779 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 770569424 STATE OF INCORPORATION: CA FISCAL YEAR END: 1201 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26963 FILM NUMBER: 03871548 BUSINESS ADDRESS: STREET 1: 3860 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134-1702 BUSINESS PHONE: 4082161500 MAIL ADDRESS: STREET 1: 3860 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134-1702 425 1 m10599nre425.txt NEWS RELEASE Filed by SR Telecom Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Netro Corporation Commission File No. 333-107620 NEWS RELEASE [LOGO "SR Telecom"] www.srtelecom.com ----------------- For more information: David Adams (Senior Vice-President, Finance and CFO) (514) 335-4035 email: david_adams@srtelecom.com Brian Quick (Maison Brison) (514) 731-0000 email: brian@maisonbrison.com ================================================================================ NETRO CORPORATION STOCKHOLDERS APPROVE ACQUISITION BY SR TELECOM WILL CREATE ONE-STOP-SHOP FOR WIRELESS ACCESS SAN JOSE (CALIFORNIA), AUGUST 27, 2003 -- SR Telecom Inc. (TSX: SRX) today announced that Netro Corporation's (Nasdaq: NTRO) stockholders approved and adopted the proposed agreement and plan of merger with SR Telecom at a Special Meeting held today. Holders of 73.4% of the outstanding shares of Netro Common Stock voted in favor of the transaction. The closing of the transaction is contingent upon other customary closing conditions, and the formal declaration by Netro's board of directors of an aggregate US$100 million dividend is expected to occur on September 4, 2003. Only Netro stockholders of record as of the close of business on September 4, 2003, will be entitled to receive the merger consideration of SR Telecom Common Shares and the cash dividend. On Monday, August 25, 2003, SR Telecom shareholders voted to approve a consolidation of its issued Common Shares and stock options outstanding, resulting in a share price that meets the initial listing requirements of the Nasdaq National Market, one of the conditions to closing the acquisition of and merger with Netro. SR Telecom's shares expect to begin trading on Nasdaq (symbol: SRXA) on a post-consolidation basis on September 3, 2003. "The merger with Netro will be an important event in the evolution of SR Telecom, and we look forward to welcoming our new shareholders," said Pierre St-Arnaud, President and Chief Executive Officer, SR Telecom. "With our significantly enhanced product portfolio, we now look forward to competing for new contracts within our existing customer base and solidifying our leadership position in the fixed wireless access market." Netro stockholders will receive a dividend payout of US$100 million paid by Netro. SR Telecom will issue 41.5 million Common Shares (approximately 40% of SR Telecom's outstanding Common Shares), to be adjusted to reflect the previously announced reverse stock split, to Netro stockholders of record on September 4, 2003. SR TELECOM SECOND QUARTER RESULTS CONFERENCE CALL DETAILS SR Telecom will host a conference call on Friday, August 29, 2003 at 10:00 AM Eastern Daylight Saving Time to discuss its Q2 2003 results and update investors on operating progress. SR Telecom President & CEO Pierre St-Arnaud and Chief Financial Officer David Adams will host the conference call, which will include a question and answer session. Investors, analysts and media wishing to participate in this call may dial (514) 807-8791 (Montreal and overseas) or (800) 814-3911 (elsewhere in North America) fifteen minutes prior to the start time. For those who are unable to listen to the call live, a replay will be available from 12:00 PM, August 29, 2003 until 11:59 PM, September 5, 2003 at (877) 289-8525 (passcode 21014307#). A live and archived audio webcast of the call will also be available online at: www.srtelecom.com. ABOUT NETRO CORPORATION Netro Corporation is a leading provider of fixed broadband wireless systems used by telecommunications service providers to deliver voice and high-speed data services for access and mobile infrastructure applications to customers worldwide. Netro offers a broad range of low and high frequency products for business and residential, access and mobile infrastructure needs, with a wide set of licensed frequencies for point-to-multipoint: 1.9 -- 39 GHz. The Company's AirStar and Angel products have an impressive track record of performance and stability worldwide. - more - ABOUT SR TELECOM SR TELECOM (TSX: SRX) is a world leader and innovator in Fixed Wireless Access technology, which links end-users to networks using wireless transmissions. SR Telecom's solutions include equipment, network planning, project management, installation and maintenance services. The Company offers the industry's broadest portfolio of fixed wireless products, designed to enable carriers and service providers to rapidly deploy high-quality voice, high-speed data and broadband applications. These products, which are used in over 110 countries, are among the most advanced and reliable available today. FORWARD-LOOKING STATEMENTS Except for historical information provided herein, this press release may contain information and statements of a forward-looking nature concerning the future performance of the Company. These statements are based on suppositions and uncertainties as well as on management's best possible evaluation of future events. Such factors may include, without excluding other considerations, fluctuations in quarterly results, evolution in customer demand for the Company's products and services, the impact of price pressures exerted by competitors, and general market trends or economic changes. As a result, readers are advised that actual results may differ from expected results. SR TELECOM is a trademark of SR Telecom Inc. All rights reserved 2003. All other trademarks are property of their owners. -----END PRIVACY-ENHANCED MESSAGE-----