Comarco Finalizes Sale of Interest in SwissQual AG
January 24 2006 - 6:30AM
PR Newswire (US)
IRVINE, Calif., Jan. 24 /PRNewswire-FirstCall/ -- Comarco, Inc.
(NASDAQ:CMRO) today announced that it has completed the sale of its
18% minority interest in SwissQual AG ("SwissQual") to a
wholly-owned subsidiary of Spirent plc (LSE:SPT)(NYSE:SPM). As
previously announced, Comarco received approximately $6.7 million
of the closing consideration, net of transaction costs, for its
ownership interest in SwissQual and may receive up to an additional
$5.5 million, or 18 percent of any escrow distribution and
contingent consideration, within 24 months. The purchase agreement
contains customary representations and warranties for transactions
of this type. The Shareholders of SwissQual, including Comarco,
have agreed to indemnify Spirent for breaches of representations,
warranties, and covenants. Additionally, SwissQual declared a
one-time dividend of which Comarco's share is approximately $0.5
million. A wholly-owned subsidiary of Spirent plc ("Spirent")
acquired 100 percent of the outstanding shares of SwissQual for
consideration totaling up to approximately $70.5 million.
Approximately $39.8 million in cash was paid at the close of the
transaction with an additional $9.0 million put into escrow to
secure certain indemnification obligations. The escrow is expected
to be released within 24 months. In addition, up to $21.8 million
in contingent consideration may be paid within 24 months upon
satisfaction of certain performance and other requirements.
SwissQual is expected to continue as exclusive reseller of
Comarco's Seven. Five product platform for the European marketplace
for a 12-month period. Comarco intends to use the proceeds from the
sale of the SwissQual investment to support investment required to
maintain and further Comarco's worldwide leadership position in
wireless quality of service test systems. Additionally, the Company
is evaluating potential additional uses of cash proceeds that may
be in excess of the Company's foreseeable working capital
requirements. Forward-Looking Information This news release
includes "forward-looking statements" that are subject to risks,
uncertainties, and other factors that could cause actual results or
outcomes to differ materially from those contemplated by the
forward-looking statements. Forward-looking statements in this
release are generally identified by words such as "believes,"
"anticipates," "plans," "expects," "will," "would," and similar
expressions that are intended to identify forward-looking
statements. A number of important factors could cause our results
to differ materially from those indicated by these forward-looking
statements, including, among others, failure to receive the
contingent consideration from the sale of our investment in
SwissQual, as well as amounts held in escrow; the disruption in our
relationships with SwissQual or in SwissQual's operations; failure
to expand our sales and support capabilities in regions
historically serviced by SwissQual; activities by us and others
regarding protection of intellectual property; and competitors'
release of competitive products in our home markets and other
actions. Further information on potential factors that could affect
our financial results are included in risks detailed from time to
time in our Securities and Exchange Commission filings, including
without limitation our annual report of Form 10-K for the year
ended January 31, 2005. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance,
or achievements. Moreover, neither any other person nor we assume
responsibility for the accuracy and completeness of the
forward-looking statements. We undertake no obligation to revise or
update publicly any forward-looking statements for any reason.
About Comarco Based in Irvine, Calif., Comarco is a leading
provider of wireless test solutions for field test applications,
wireless emergency call box systems, and ChargeSource universal
mobile power products for laptop computers, cellular telephones,
and other handheld devices. The Company's Web sites can be found at
http://www.comarco.com/ and http://www.chargesource.com/.
DATASOURCE: Comarco, Inc. CONTACT: Tom Franza, President and CEO,
+1-949-599-7440, or ; or Dan Lutz, Vice President and CFO,
+1-949-599-7556, or , both of Comarco, Inc.; or investors, Douglas
Sherk, CEO, , or Jennifer Beugelmans, Senior Vice President, both
of EVC Group, Inc., +1-415-896-6820, for Comarco Web site:
http://www.chargesource.com/ Web site: http://www.comarco.com/
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