RF Industries, Ltd. (NasdaqGM:RFIL) signed letter of Intent to acquire Microlab/FXR from Wireless Telecom Group, Inc. (NYSEAM:WTT) for $24.3 million on August 26, 2021. As on December 16, 2021, RF Industries, Ltd. entered into a definitive agreement to acquire Microlab/FXR from Wireless Telecom Group, Inc. RF Industries intends to pay the purchase price using a combination of cash on hand and borrowings from a credit facility. RF Industries will pay for an aggregate cash consideration of $24.25 million. RF has received a non-binding commitment letter from a major commercial bank pursuant to which the Company is seeking to obtain a credit facility for up to $20 million, a portion of which will be used to fund the purchase of Microlab. After the transaction is completed, Wireless Telecom will be debt free and have approximately $17.0 million in cash and cash equivalents. RF Industries intends to finance the acquisition from combination of cash on hand and borrowings from a credit facility. Microlab generated unaudited revenue of approximately $16 million and adjusted EBITDA of approximately $3.7 million for the twelve-month period ended September 30, 2021. At the completion of the transaction, Wireless Telecom Group will be comprised of Boonton, Holzworth and Noisecom brands within its test and measurement product group, and the CommAgility brand within its radio, baseband, and software product group. If Wireless Telecom terminates the purchase agreement, then Wireless Telecom is required to pay RF Industries a termination fee of $900,000. If the Purchase Agreement is terminated by either party because Wireless Telecom's shareholder approval is not obtained at the shareholder meeting, then Wireless Telecom will pay RF Industries its reasonable fees and expenses up to a cap of $500,000.

The transaction is subject to various terms and conditions, including approval by Wireless Telecom Group's shareholders, all approvals required from any Governmental Authority shall have been obtained. The transaction was unanimously approved by the board of directors of both companies. As on December 16, 2021, the Telecom Group's Board unanimously determined that the Purchase Agreement is fair to, advisable and in the best interests of the Company and our shareholders, and recommends that our shareholders vote “FOR” the proposal to approve the Purchase Agreement. As on January 5, 2022, Telecom Group decided to hold a shareholders meeting for the approve of the Purchase Agreement on February 25, 2022. Wireless Telecom Group announced that its shareholders voted to approve the previously announced sale of its RF Components product group, Microlab LLC to RF Industries, Inc. at Wireless Telecom Group's special meeting of shareholders held February 25, 2022. Closing of the transaction is anticipated to occur in the first calendar quarter of 2022. The Purchase Agreement may be terminated by either party if the closing does not occur on or before April 30, 2022, which deadline may be extended for no longer than thirty (30) days by either party upon written notice to the other so long as all closing conditions have been satisfied or waived. RF Industries expects the transaction to be immediately accretive to its stand-alone financials and anticipates realizing meaningful operating synergies upon the integration of the Microlab business. Wireless Telecom received a net proceeds of $22.8 million, of which, the Company used approximately $4.1 million and $0.6 million to repay in full and terminate the Muzinich Term Loan Facility and Bank of America Credit Facility, respectively. Any future decision for the use of those funds will be made by Telecom Group's Board.

In connection with the proposed Purchase Agreement, the Compensation Committee established a cash transaction bonus pool in the aggregate amount of approximately $600,000 for certain executives and key employees who are critical to the completion of the Sale Transaction. The cash transaction bonuses are anticipated to be paid in connection with the closing of the Sale Transaction. In addition to amounts payable to other executives and key employees Named Executive Officers Timothy Whelan, Chief Executive Officer, and Michael Kandell, Chief Financial Officer, would be eligible to receive $100,000 and $75,000, respectively, payable 50% upon the successful close of the Sale Transaction, and the remaining 50% payable when any indemnification holdback amounts are resolved following the Sale Transaction, and Daniel Monopoli, Chief Technology Officer, is eligible to receive $50,000 payable upon the successful close of the Sale Transaction.

Craig-Hallum Capital Group LLC acted as exclusive financial advisor and Tara Newell of Bryan Cave Leighton Paisner LLP acted as legal advisor to Wireless Telecom Group. B. Riley Securities acted as financial advisor and Martin Nichols of DLA Piper acted as legal advisor to RF Industries. Bryan Cave Leighton Paisner LLP acted as legal advisor to Microlab/FXR LLC.

RF Industries, Ltd. (NasdaqGM:RFIL) completed the acquisition of Microlab/FXR LLC from Wireless Telecom Group, Inc. (NYSEAM:WTT) on March 1, 2022.