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NextWave Wireless to Acquire IPWireless

NextWave Wireless has signed a definitive agreement to acquire IPWireles, a privately-held company headquartered in San Bruno, California, with research and development facilities in the United Kingdom. IPWireless has been a leading force in the development of 3GPP TDD UMTS standards which serves as the foundation for its next-generation mobile TV and wireless broadband public-safety network solutions. Its TD-CDMA mobile broadband technology was recently selected by New York City as part of the deployment of a citywide, public-safety wireless network.

Under the terms of the agreement, NextWave will pay approximately $100 million at closing, consisting of $25 million in cash and $75 million in NextWave common stock. Additional consideration of up to $135 million will be paid based on the achievement of certain revenue milestones in the 2007 – 2009 timeframe as specified in the agreement, with potential payments of up to $50 million in late 2007 or 2008, up to $7.5 million in 2008, up to $24.2 million in 2009 and up to $53.3 million in 2010. If earned, up to $114 million of such additional considerations is payable in cash or shares of common stock at the election of NextWave, and up to $21 million of such amounts are payable in cash or shares of common stock at the election of representatives of IPWireless shareholders. Requisite approval from the holders of IPWireless securities was obtained upon execution of the agreement. The acquisition of IPWireless remains subject to various standard closing conditions, including Hart-Scott-Rodino and Nasdaq listing approvals, and is expected to close in the second quarter of 2007. IPWireless is expected to operate as a wholly owned subsidiary of NextWave.

IPWireless has led the development of 3GPP TDD Universal Mobile Telecommunications Systems (UMTS) standards and currently provides customers with a wide assortment of mobile broadband products and technologies. It has announced initiatives with some of the largest service providers in the world including T-Mobile, Vodafone, Orange, Telefonica, and 3UK. Mobile broadband networks that utilize IPWireless' TD-CDMA technology, one of the first standards-based mobile broadband technologies in the world, have been commercially deployed in more than a dozen countries, including the Czech Republic, New Zealand, Germany, South Africa, Sweden, the United Kingdom and the United States.

IPWireless' TD-CDMA mobile broadband technology is designed to provide maximum performance and reliability and is recognized as a suitable solution to meet the mission-critical wireless broadband needs of government and public service agencies including police and fire departments, public safety, and medical first responders. In September 2006, IPWireless's TD-CDMA mobile broadband wireless technology was selected by New York City's Department of Information Technology and Telecommunications as part of a five-year, $500 million contract awarded to Northrop Grumman for the deployment of a citywide, public safety, mobile wireless network. The IPWireless technology, as optimized for public safety applications, is an optimum solution for the 700MHz band plan currently under consideration by the FCC for public safety applications and offers government agencies a host of proven and field-tested performance advantages.

The IPWireless TDtv solution, based on 3GPP Multimedia Broadcast Multicast Service, allows UMTS Operators to deliver mobile television and other multimedia services using their existing 3G spectrum and networks, without impacting their current voice and data services. A trial of TDtv technology, recently conducted in the UK by four of the largest mobile operators in Europe, successfully demonstrated its ability to cost-effectively deliver high-quality, multi-channel broadcast services using the trial participants' existing spectrum. TDtv supports key consumer requirements including fast channel change times, reliable operation at high travel speeds, and seamless integration into small profile handsets. In combination with NextWave's PacketVideo subsidiary, which is currently providing mobile multimedia software solutions to some of the largest mobile operators throughout Europe, IPWireless will be able to deliver an even more complete and consumer-friendly TDtv solution to its service provider customers.



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