Wi-Tron, Inc. (OTCBB: WTRO) is a wireless telecommunications company that designs and manufactures state of the art ultra-linear single and multi-channel power amplifiers, cellular base station components, and broadband wireless products. The Wi-Tron product line is essential to achieving high voice quality, high-speed data, video and streaming video transmission for the evolving second, third and fourth generation wireless telecommunications market. While Witron’s sales have been limited, Cellvine’s management is confident that certain technology owned and being developed by Wi-Tron has value for the merged company going forward. In addition, Cellvine has been buying amplifiers from Wi-Tron and is confident there is good synergy between the firms products, markets, and culture that will lend itself well toward a successful merger.
The Merger with Cellvine
Cellvine is a private company in Israel that develops, manufactures, and sells wireless and cellular telecommunications coverage enhancement products, including Bi-Directional amplifiers, repeaters, and interference reduction technologies. Cellvine product sales started in 2007 and produced $1.8 million for the first six months of 2008. The Company provides a comprehensive set of products for advanced in-building and outdoor coverage that have remote management and monitoring capabilities, eliminating the need for costly base station infrastructure. The Company’s products integrate easily with all existing cellular technologies, and are regarded as both high quality and cost efficient solutions. Cellvine is funded by Peregrine Ventures of Israel and its Chairman Philip Frost.
Cellvine sells its products, to cellular providers and systems integrators with a strong need to provide optimal coverage for challenging indoor and outdoor environments. Customers include Motorola, Cellcom, Orange (PTNR), and another large Fortune 100 integrator. Alcatel-Lucent has become a distributor of Cellvine’s products. Several other distributors are selling Cellvine products in Latin America, Central America, Russia, South Africa, Israel, and the United States.
On May 16, 2008, WTRO entered into a merger agreement with Cellvine. At the closing, Cellvine will merge with and into WTRO. Cellvine with be the dominant surviving corporation. The ratio between the shareholding of the current security holders of Cellvine (including holders of shares, warrants and options) and current security holders of Wi-Tron (including holders of shares, warrants and options) will be 85% to Cellvine and 15% to Wi-Tron shareholders. Certain key employees of Wi-Tron agreed to terminate their existing employment agreements, and to enter into new employment agreements with Cellvine. Upon effectiveness of the merger and subject to shareholder approval, the Company expects to amend its certificate of incorporation to change its name to "Cellvine Inc". All of the current directors of Wi-Tron will resign, and the Cellvine shareholders shall determine all of the directors of the new company. The new “Cellvine” will also apply for a new stock symbol.
In connection with the execution of the merger agreement on May 14, 2008, John Chase Lee, Wi-Tron’s Chairman and CEO and Devendar Bains its Chief Technology Officer agreed to convert an aggregate of approximately $1.1 million of the Company's debt owed to Mr. Lee and Mr. Bains at a rate of $0.05 per share. This establishes a baseline price for the new “Cellvine”.
Wi-Tron/Cellvine Full Report
Download Wi-Tron/Cellvine PDF Report (267k)