Microwave Journal

RF Monolithics Announces Acquisitions

August 30, 2006

RF Monolithics Inc. (RFM) announced major steps toward becoming a comprehensive wireless solutions leader with the signing of definitive agreements for the acquisition of Cirronet Inc., a wireless data communications and networking company, and Caver-Morehead Systems Inc., which offers computerized maintenance management system (CMMS) software. RFM will offer a comprehensive suite of hardware, protocols, software and related services necessary to enable customers to readily implement and deploy value added applications and smart services in their operations.

The Cirronet acquisition is valued at up to approximately $24 M in cash and stock including approximately $4.8 M subject to the attainment of performance goals after closing. The Caver-Morehead acquisition is valued at approximately $4 M, all cash including up to $2 M subject to earn out. Both Cirronet and Caver-Morehead are privately-held. In the year ending December 31, 2005, Cirronet and Caver-Morehead had sales of $10.4 M and $1.7 M, respectively. RFM expects these two acquisitions to contribute from $14 M to $16 M of combined sales for RFM's fiscal year 2007 (which ends August 31, 2007).

David M. Kirk, president and CEO of RFM, said "Connection of all manner of machines and processes through the pervasive Internet, frequently referred to as machine-to-machine networking, is a transformation of the pervasive Internet. We believe the combination of RFM's proprietary low-power short range radio technology and Cirronet's products incorporating proprietary, Bluetooth® and ZigBee® technology plus Caver-Morehead's sophisticated asset management application software platform provide RFM a unique capability to provide customers end-to-end pervasive internet solutions. RFM will offer the broadest range of radios, modules and protocols in the industry and, to our knowledge, no one else combines such a broad line of wireless offerings with a value added application and services platform."

Robert M. Gemmell, president and CEO of Cirronet, said, "The pervasive Internet is moving beyond experimentation and now entering a phase of rapid adoption. The strategic vision alignment between RFM and Cirronet and fully complementary product lines positions us to take full advantage of this opportunity. Our shareholders believe this merger gives Cirronet access to the resources and distribution system necessary to continue its market leadership and position the combined companies as one of the dominant participants in the wireless devices segment of the pervasive internet market." Upon completion of the merger, Gemmell will become an executive of RFM.

William F. Caver, president of Caver-Morehead, commented, "The emergence of practical wireless sensor and control systems provides a unique opportunity for forward-thinking CMMS companies to expand, beyond their traditional machine maintenance focus, into the broader market for asset management. The field-proven maturity and stability of our software platform gives us a significant advantage over new entrants in the pervasive Internet space. We believe that the addition of Cirronet's and RFM's wireless sensor network solutions and industrial market presence dramatically extends the utility and value of our platform in our traditional markets while opening it to entirely new markets." Upon completion of the merger, Caver will become president of Aleier Inc., a RFM subsidiary, which will acquire substantially all of Caver-Morehead's assets.