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
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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
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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.