SAN DIEGO--(BUSINESS WIRE)--Aug. 31, 2005--REMEC, Inc. (NASDAQ:REMC) today announced that its shareholders have approved the sale of selected assets and liabilities of REMEC's Wireless Systems Business to Powerwave Technologies, Inc. (NASDAQ:PWAV) pursuant to the Asset Purchase Agreement, dated March 13, 2005, as amended (the "Asset Sale"). Upon completion of the Asset Sale, which is expected to occur on Friday, September 2, 2005, REMEC will receive 10 million shares of Powerwave common stock and $40 million in cash, subject to certain post-closing adjustments and a $15 million escrow. Based on Powerwave's closing price on Wednesday, August 31, 2005, the transaction value is approximately $144.8 million. As of this time, the parties are continuing to work to satisfy certain closing conditions.

REMEC also announced that its shareholders have approved the winding up and dissolution of the company pursuant to a Plan of Dissolution.

REMEC further announced that its Board of Directors has established the date of closing of the Asset Sale as the record date for the distribution of the 10 million shares of Powerwave common stock to be received in the Asset Sale. The exact fraction of a share of Powerwave common stock that REMEC shareholders will receive for each share of REMEC common stock depends on factors that cannot be determined until the closing date of the Asset Sale, but is currently expected to be approximately .333 shares of Powerwave common stock for each share of REMEC common stock held as of the record date.

After reviewing all of its remaining obligations and as soon as possible after the close of the Asset Sale, REMEC intends to make an initial cash distribution to its shareholders of between $1.25 and $1.75 per share. The distribution of Powerwave common stock and cash to REMEC shareholders will only occur if the Asset Sale is completed.

About REMEC, Inc.

REMEC, Inc. is a designer and manufacturer of high frequency subsystems used in the transmission of voice, video and data traffic over wireless communications networks. REMEC is located at 3790 Via de la Valle, Del Mar, CA 92014. For more information, visit the company's website at www.remec.com or call (858) 842-3000.

Forward-Looking Statements

Statements in this press release that are not historical are forward-looking statements, which involve known and unknown risks and uncertainties, including risks associated with completing the sale of REMEC's Wireless Systems Business. Actual results could differ materially from those implied by such forward-looking statements due to a variety of factors, including, risks relating to closing the Asset Sale, general and industry economic conditions, competition, development factors, operating costs and other risks and uncertainties that are detailed from time to time in our filings with the Securities and Exchange Commission.

CONTACT: REMEC, Inc. Marie Castro, 858-842-3399 SOURCE: REMEC, Inc.