Charterhouse Group

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California Amp Gets Vytek in $77M Stock Deal

Camarillo, CA, December 25, 2003

California Amplifier Inc., the Camarillo, California-based manufacturer of satellite television and wireless equipment, has agreed to acquire San Diego-based Vytek Corp. in a bid to expand its customer base and engineering capabilities.

Under terms of the deal, California Amplifier will issue 8.2 million shares, worth about $77 million based on Monday, December 22's closing price of $9.37. The Company's shares have since surged to $14.22, potentially raising the value of the deal to about $117 million.

"As a result of this acquisition, our customer base will grow and diversify beyond satellite television and telecommunications providers to include large and medium-sized Enterprise customers, thereby expanding our market reach and distribution channels," said Fred Sturm, California Amplifier's CEO. Privately-held Vytek is backed by venture capital firms Charterhouse Group, Inc., CIBC Capital Partners, Frontenac Co., Goldman, Sachs & Co., Mission Ventures and Mobius Venture Capital. The firms, along with some individual investors, own about 32% of the voting power of Vytek and have committed to vote in support of the merger, said a California Amplifier spokesman.

The deal is expected to close in the first quarter of 2004, after regulatory approvals and votes by stockholders.

As of November, Vytek had revenues of about $38.4 million, of which 40% came from wireless products and 60% from software development and consulting.

Vytek has been an acquisitive company itself. Originally based in White Plains, N.Y., it moved its headquarters to San Diego after acquiring Stellcom Inc. in November 2002. That acquisition followed its July 2002 acquisition of Atlanta-based Extendea Inc. Terms for both transactions were not disclosed.

About Vytek
Vytek, a global provider of wireless and mobile computing solutions, began operations in September 2000. Having completed five acquisitions since its formation, the Company currently has three major operating units: Vytek Wireless Products, which designs, develops and produces high value wireless devices; Vytek Messaging Services, which develops and markets urgent interactive wireless and wired messaging solutions; and, Vytek Solutions, which provides wireless Internet applications, IT systems integration, and software and other applications to customers in various industries. Each acquisition has added new dimensions to the Company's growing list of capabilities. VyTek is focused on deepening its level of expertise in certain vertical markets where it sees attractive opportunities in arenas such as public safety, travel and logistics. Visit the Company's web site at www.vytek.com.

About Charterhouse Group
Charterhouse Group is a private equity firm with three decades of experience in building leading middle-market companies. Established in 1973, Charterhouse currently manages in excess of $1.3 billion in equity through several limited partnerships. Since its inception, Charterhouse has invested in over 80 platform companies with a focus on the business services, healthcare services, telecommunications, consumer products, and industrial sectors. For more information, please visit www.charterhousegroup.com.

   
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