Celeritek Settles Shareholder Committee Dispute

May 20, 2003 by Jeff Shepard

Celeritek Inc. (Santa Clara, CA), a manufacturer of gallium arsenide chips for wireless applications and the defense industry, announced that it has settled a pending proxy contest with the Celeritek Shareholder Protective Committee (CSPC) by restructuring its board. Celeritek had previously accused the CSPC of trying to take over the company. The board is now being expanded from six seats to seven, with three of Celeritek’s current directors being joined by three nominated by the CSPC. The final position goes to J. Michael Gullard, a former Intel Corp. executive who is not affiliated with either the company or the CSPC.

Under terms of the settlement, the Celeritek board will create a strategy committee to explore strategic alternatives available to the company, including repurchasing company shares through an open market repurchase program, a self tender or otherwise, and to make recommendations to the board regarding the company’s strategic alternatives. Celeritek also will terminate its shareholder rights plan and, subject to certain exceptions, the company will not implement a new rights plan at any time prior to its 2004 annual meeting of shareholders.