News Release Details

DTS Enters Into Merger Agreement with Telcor

03/01/2000

DTS Adds Proven U.S. and International Sales Channel Into Wireless Markets

Calgary, Alberta and Norcross, Georgia
March 1, 2000

Digital Transmission Systems (DTS) (OTC:BB, DTSX), a manufacturer of telecommunications equipment announced today that it has entered into a merger agreement with Telcor Communications, a private telecom equipment supplier based in Duluth, Georgia. The acquisition provides DTS with a substantial sales and marketing distribution channel to their wireless carrier customers. As part of the agreement, DTS will pay Telcor shareholders $25 million in cash and stock. Both companies have agreed to have the merger finalized by March 31, 2000 subject to HSR approval and receipt of all other required consents.

Telcor, headquartered a few miles from DTS, specializes in reselling new and de-installed telecommunications equipment to telecom service providers. The Company has focused on equipment sales to wireless service providers and in the last year recorded over 60% of its sales to that market segment. Telcor generated over $50 million in annual equipment sales and $5 million in net income and recorded over $7 million in net tangible assets according to its last audited financial report in 1998.

"As a private company Telcor has enjoyed consistent revenue and profitable growth for the past eight years in the sales and service of telecom equipment," commented Lance Weller, President and co-founder of Telcor. "We believe that the merger with DTS will offer original product designs to our wireless service customers and strengthen our engineering design capability in the marketplace."

Telcor services customers such as Ameritech, US West Wireless, Houston Cellular, Bell Atlantic, GTE Mobilnet, AirTouch Cellular and Lucent from sales locations in Georgia, Colorado, Maryland, Illinois and Texas. Telcor has eighty employees and has a 160,000 square foot facility in Duluth, Georgia.

"The merger with Telcor greatly enhances the sales and distribution for current DTS products and increases our company size several times over," commented Andy Salazar, DTS Chief Executive Officer. "There will be ample cross-selling opportunities and corporate efficiencies will be realized through consolidation."

This announcement comes on the heels of Calgary-based Wi-LAN, an innovator of wireless data communications technology and products, gaining 51% ownership of DTS outstanding common stock on January 7, 2000. On January 31, 2000, DTS licensed Wi-LAN's patented W-OFDM technology for the purposes of entering the LMDS market.

"Wi-LAN's investment in DTS was made partly to strengthen our wireless sales channels in the US," says Dr. Hatim Zaghloul, DTS board co-chair and Wi-LAN CEO and Chairman. "Telcor's merger with DTS will help facilitate LMDS sales as well as selling Wi-LAN's existing and future products to public carriers."

About DTS:
Founded in 1990 and headquartered near Atlanta, Ga., DTS designs, manufactures and markets components to access and monitor high-speed telecommunications networks worldwide. The Company's primary customers include domestic and international wireless service providers, telephone service providers and private wireless network users. The Company's products include the FlexT1/FlexE1 integrated network access product lines and microFlex cross connect systems. Recently, the Company introduced the Internet Protocol Processor card set for the FlexT1, a product that enables wireless carriers to access equipment performance at remote cell sites with an Internet or intranet interface. For more information about DTS and its products, call 1-800-955-5280 or visit the corporate website at http://www.dtsx.com.

About Telcor Communications, Inc.:
Founded in 1992 by Lance and Margaret Weller, the Company has its business strategy on providing systems solutions on a basis to telecom service providers. Tactically, the Company has succeeded in becoming a significant reseller of new or telecom equipment from top tier manufacturers such as Lucent, Nortel, Ericsson and Nokia. The solution from Telcor may entail the acquisition or replacement or repair of an entire rack, bay or room full of telecom equipment. With over 200 active customers Telcor has been able to achieve a high retention rate of its client base by offering competitive pricing, quality products and services and technically experienced employees.

With our Interactive Analyst Center (IAC), historical financial data, both quarterly and annual, is available in an easy to access spreadsheet format. View and export our financial statements, non-GAAP reconciliations as well as share information.

Disclaimer

Please note that you are now entering a website directly or indirectly maintained by a third party (the "External Site") and that you do so at your own risk.

Wi-LAN Inc. and its affiliates (“WIN”) have no control over the External Site, any data or other content contained therein or any additional linked websites. The link to the External Site is provided for convenience purposes only.

By clicking “Accept” you acknowledge and agree that neither WIN nor third party provider Virtua Research, Inc. (“Virtua) is responsible, or accepts or assumes any responsibility or liability whatsoever for, the content, the data or the technical operation of the Linked Site. Further, by entering the External Site, you also acknowledge and agree that you completely and irrevocably waive any and all rights and claims against WIN and Virtua and further acknowledge and agree that in no event shall WIN or Virtua, or their respective officers, employees, directors and agents be liable for any (i) indirect, consequential, incidental, special, compensatory or punitive damages, (ii) damages for loss of income, loss of business profits, business interruption, loss of data or business information, loss of or damage to property, (iii) claims of third parties, or (iv) other pecuniary loss, arising out of or related to the Legal Notice, this disclaimer or the External Site

By entering the External Site, you further acknowledge and agree that the disclaimer of warranties and limitations of liability set out in this disclaimer shall apply regardless of the causes, circumstances or form of action giving rise to the loss, damage, claim or liability, even if such loss, damage, claim or liability is based upon breach of contract (including, without limitation, a claim of fundamental breach or breach of a fundamental term), tort (including, without limitation, negligence), strict liability or any other legal or equitable theory, and even if WIN and Virtua are advised of the possibility of the loss, damage, claim or liability. The waiver and release specifically includes, without limitation, any and all rights and claims pertaining to the processing of personal data, including but not limited to any rights under any applicable data protection statute(s).

If in any jurisdiction, any part of this disclaimer is held to be unenforceable by a court of competent jurisdiction, such part of this disclaimer shall be restricted or eliminated to the minimum extent and the remaining disclaimer shall otherwise remain in full force and effect.

Please note the information presented is deemed representative at the time of its original release. Changes in historical information may occur due to adjustments in accounting and reporting standards & procedures.

Non-GAAP Information

In addition to disclosing results determined in accordance with GAAP, WIN may also disclose certain non-GAAP and pro forma non-GAAP results of operations, including certain ratios, operational and miscellaneous data, as well as net income, diluted earnings per share, operating expenses, and operating income that make certain adjustments or exclude certain charges and gains that are outlined in the schedules included in this website. Management believes that this non-GAAP and pro forma non-GAAP information provides investors with additional information to assess WIN operating performance by making certain adjustments or excluding costs or gains and assists investors in comparing WIN's operating performance to prior periods. Management uses this non-GAAP and pro forma non-GAAP information, along with GAAP information, in evaluating its historical operating performance. WIN and Virtua also take no responsibility for third party pricing data provided for informational purposes and certain ratio results formulated from the provided third party pricing data.

The non-GAAP information is not prepared in accordance with GAAP and may not be comparable to non-GAAP information used by other companies. The non-GAAP information should not be viewed as a substitute for, or superior to, other data prepared in accordance with GAAP.

Decline Agree

Copyright © . All rights reserved. Q4 Web Systems