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Jul 2, 2001

Registration Statement Regarding the Merger of BreezeCOM Ltd. and Floware Wireless Systems Ltd. Becomes Effective



Merger is Expected to Close in Early August 2001
 
TEL AVIV, Israel--BreezeCOM Ltd. (NASDAQ: BRZE) and Floware Wireless Systems Ltd. (NASDAQ: FLRE) today announced that the Registration Statement pertaining to the merger of BreezeCOM and Floware has been declared effective by the U.S. Securities and Exchange Commission.

On April 5, 2001 BreezeCOM and Floware announced that their boards of directors approved a definitive agreement pursuant to which Floware will merge with and into BreezeCOM. Under the terms of the merger agreement, BreezeCOM will issue 0.767 BreezeCOM ordinary shares for each Floware ordinary share in a stock-for-stock exchange. Consequently, Floware shareholders and option holders will receive up to approximately 26.3 million ordinary shares, or approximately 45% of the issued and outstanding share capital of the combined company on a fully diluted basis, in exchange for all the outstanding Floware ordinary shares and options to purchase Floware ordinary shares held thereby.

The companies expect the merger to close upon approval by their respective shareholders' meetings. Both companies are incorporated in the State of Israel and are subject to Israeli law.

Both companies will hold shareholders' meetings on Monday, July 30, 2001, at the Sheraton City Tower Hotel, 14 Zisman Street, Ramat Gan 52136, Israel. Floware's shareholders' meeting will begin at 4 p.m., Israel time, and BreezeCOM's shareholders' meeting will begin at 4:30 p.m., Israel time. Within a few days following the shareholders' meetings, a certificate of merger giving effect to the merger of the two companies is expected to be issued by the Israeli Companies Registrar.

About BreezeCOM
BreezeCOM is the leading provider of Broadband Wireless Access (BWA) solutions used by service providers and enterprises. Its products provide a wireless alternative to wired access solutions, such as DSL and cable modems, and facilitate indoor and outdoor, as well as fixed and mobile wireless LAN connectivity. BreezeCOM products are based on a packet switching point-to-multipoint wireless platform, optimized for high-speed Internet and intranet access. Core technologies include spread spectrum radio, digital signal processing, modems, networking protocols and VLSI. For more information on BreezeCOM, visit www.breezecom.com.

About Floware
Floware Wireless Systems Ltd. is a leading provider of point-to-multipoint fixed broadband wireless access (BWA) systems. These systems are used mainly by new carriers (CLECs) which connect business customers in the ``last mile.'' Floware's WALKair system enables carriers to provide high-speed Internet access, as well as a wide range of voice and data services, on the 3.5, 10.5 and 26 GHz radio frequency bands. Floware currently has more than 60 deployments worldwide. For more information, visit Floware's website at www.floware.com.

Copies of the Registration Statement and the joint proxy statement/prospectus contained therein may be obtained from BreezeCOM (by request directed to the contact person named above) and from Floware (by request directed to the contact person named above)

 


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