Maury Microwave, Inc. executed letter of intent to acquire Wireless Telecom Group, Inc. (NYSEAM : WTT) from a group of shareholders for $46.7 million on February 2, 2023. Maury Microwave, Inc. entered into an agreement to acquire Wireless Telecom Group, Inc. from a group of shareholders on May 24, 2023. Maury will acquire all the outstanding shares of the Wireless Telecom for an estimated total cash consideration of $2.13 per share. Maury expects to finance the merger using a combination of new debt and the commitment under the equity commitment letter. WTT?s current Chief Executive Officer, Tim Whelan will step aside at the close of the transaction and the Wireless Telecom will continue to be managed by its remaining leadership team led by Daniel Monopoli, WTT?s Chief Technology Officer and General Manager of the Test & Measurement segment and Mike Kandell, WTT?s Chief Financial Officer. The business will continue to operate from its headquarters in New Jersey as a division of Maury. Upon completion of the transaction, Wireless Telecom Group will become a private company and shares of Wireless Telecom Group?s common stock will no longer trade on the NYSE. The Wireless Telecom expects to maintain its headquarters in Parsippany, NJ. Both WTT and Maury may terminate the merger agreement under certain specified circumstances, including if (a) WTT?s board makes an adverse recommendation change with respect to the proposed transaction and substantially concurrently enters into a definitive agreement providing for a superior proposal, and (b) substantially concurrently with or prior to (and as a condition to) such termination, WTT pays to Maury a $0.9 million termination fee. In addition, Maury must pay WTT a termination fee of $1.86 million if WTT terminates the merger agreement because WTT was ready and willing to consummate the merger, but Maury and Merger Sub fail to consummate the merger within two business days of the date on which the closing should have occurred pursuant to the merger agreement, and during such two business days, WTT stood ready, willing and able to consummate the merger and other transactions contemplated by the merger agreement.

The Wireless Telecom Group board of directors unanimously approved the merger agreement and recommended that Wireless Telecom Group shareholders vote in favor of it at a special meeting of stockholders. Subject to the approval of Wireless Telecom Group shareholders and the satisfaction of other customary closing conditions. As of August 2, 2023, Wireless Telecom shareholders approved the transaction. Payment of the merger consideration will be made as promptly as practical following receipt of written confirmation of administrative approval by the State of New Jersey. Completion of the transaction is expected in the third quarter of 2023. The merger is expected to close on August 4, 2023, subject to customary closing conditions.

Mark L. Opitz and Greer A. Longer of Morgan, Lewis & Bockius acted as legal advisor to Maury Microwave. Tara Newell, Vicki Westerhaus, Aaron Lang, LaRona Kitzinger, Kaley Rickert, Heba Qazi, Frank Crisaf, Erik Kahn, Paul Sudentas, Christian Auty, David O?Steen, Rick Arenburg, Anthony George, Roberta Gordon, Joe Robertson, Jennie Wynne, Megan Barnhill, Jennifer Kies Mammen, Ken Achenbach and Anissa Madrill of Bryan Cave Leighton Paisner acted as legal advisor to Wireless Telecom Group. CDX Advisors acted as financial advisor and fairness opinion provider to Wireless Telecom. Lee D. Charles and Lakshmi Ramanathan of Baker Botts advised CDX Advisors LLC, who acted as financial advisor. Advantage Proxy, Inc. acted as proxy solicitor to WTT. WTT will pay a fee of $10,000 to Advantage Proxy, Inc. WTT has agreed to pay an aggregate fee of $1.128 million to CDX for it's services, $0.25 million of which was payable upon the delivery of an opinion by CDX and the remaining portion of which is contingent upon the consummation of the merger.

Maury Microwave, Inc. completed the acquisition of Wireless Telecom Group, Inc. (NYSEAM : WTT) from a group of shareholders on August 4, 2023. C. Scott Gibson, Alan L. Bazaar, Jennifer Fritzsche, Michael Millegan, Allan D. L. Weinstein and Timothy Whelan ceased to be members of the board of directors of Wireless Telecom, and any committee. In addition, at the effective time, Timothy Whelan ceased to be an executive officer of Wireless Telecom.