Eden Prairie, Minn., June 20, 2000 - FieldWorks, Inc. (NasdaqSC: FWRX), a leading provider of mobile embedded computers, today announced the signing of an agreement for a $2.5 million loan from Kontron Embedded Computers, an embedded computer manufacturer headquartered in Munich, Germany. Kontron will provide $2.5 million for continuing operations in exchange for a subordinated note, and warrants to purchase 1.25 million shares of FieldWorks common stock at $1. The note will bear interest at 11% per annum and mature in September 2001. It is anticipated that the closing of this transaction will occur later this month. As part of the agreement, FieldWorks will grant an option to Kontron to purchase 7.75 million shares of FieldWorks common stock at a total purchase price of $7.75 million through August 15, 2000. In addition, Kontron and Industrial-Works Holding Co., LLC, (Glenmount) have entered into an agreement which would allow Glenmount to sell to Kontron a portion of their holdings of FieldWorks convertible preferred stock (convertible into three million shares of FieldWorks common stock) in exchange for 60,000 shares of Kontron stock. If Kontron exercises its option, FieldWorks will seek shareholder approval of the issuance of common stock to Kontron and the sale of Glenmounts shares to Kontron prior to the closing of these transactions. Following the closing of these transactions, Kontron would own a controlling interest in FieldWorks owning 12 million shares.Assuming Kontron exercises its option, then subject to customary closing conditions and shareholder approval, it is anticipated that the closing of these equity transactions would occur in October 2000.
Dave Mell, FieldWorks president and CEO, stated "We are extremely optimistic about the potential synergy of FieldWorks and Kontron and the benefits of this partnership. Significant leverage can be obtained in product development and design, streamlining existing product lines and in worldwide distribution of products. Additionally, with Kontrons subsidiary Teknor being a charter member of Intels Applied Computing Platform Provider program, there is capability for leading edge product development."
Hannes Niederhauser, president of Kontron added "FieldWorks brings tremendous market opportunity in the United States where approximately 42% of the embedded computer technology market exists. We expect great benefit from their established customer base and sales distribution channels. Within the next 8 weeks we will participate in the development of a new business plan for FieldWorks to identify improvements based on realizing the synergy effects within the two companies - in the short term in sales, production and procurement, and in the long term, also in research & development.
FieldWorks Inc., founded in 1992, designs, manufactures and sells solutions incorporating rugged computers for transportation, public service, military/government and heavy equipment industries worldwide. FieldWorks provides a complete solution to customers that includes product customization, integration and support services. FieldWorks products are designed and produced in compliance with its formal quality system, which is certified to the international ISO9001 quality standard.