UniTek Amends Pinnacle Wireless Earn-Out Agreement to Limit Share Issuance

BLUE BELL, Pa., (April 3, 2012) – UniTek Global Services, Inc. (Nasdaq:UNTK), a premier provider of permanently outsourced infrastructure services to the wireless and wireline telecommunications, public safety, broadband cable and satellite television industries, today announced that it has reached an agreement with the shareholders of Pinnacle Wireless, Inc. to amend the March 30,
2011 Asset Purchase Agreement pursuant to which UniTek purchased substantially all of the assets of Pinnacle Wireless. While the amendment does not change the economic terms of the transaction, it limits the total number of UniTek common shares that can be issued under the agreement to 3,029,856, equal to 19.99% of the shares of UniTek common stock outstanding on the date of the Asset Purchase Agreement. As a result, the maximum number of remaining shares to be issued in 2012 as part of the earn-out will not exceed 2,105,000. The Company will pay cash in lieu of any shares that would have otherwise been issuable above this limit. Under this arrangement, the maximum cash amount payable in lieu of shares would be approximately $4.4 million.

“The performance of the Pinnacle business has exceeded our expectations through the combination of Pinnacle’s industry expertise with the significant resources of UniTek’s platform. Since closing the acquisition in the first quarter of 2011, we have doubled Pinnacle’s revenue run rate on an annualized basis, and believe there is significant upside as we pursue the nationwide expansion of our specialty wireless business,” said Ronald J. Lejman, Chief Financial Officer and Co-Manager of the interim Office of the CEO of UniTek Global Services.

“In addition to the achievements of our Pinnacle business, we are making progress toward our key strategic objectives in other wireless areas. Recently, we were awarded the first phase of a large quality assurance and tower-testing project by a leading wireless OEM, through which we will service 4,000 newly built 4G sites in the New York, Boston, Los Angeles and Baltimore-Washington Metropolitan areas. This win, coupled with the multi-year turfing contract we were awarded at the end of 2011 and other activity in our wireless business, should enable us to achieve our objectives in 2012,” concluded Mr. Lejman.

The Company also announced the appointment of Mr. Robert Sperry of HM Capital to its Board of Directors, effective April 3, 2012. Mr. Sperry replaces Peter Brodsky, a former HM Capital nominee, in a normal-course change in HM Capital’s representation on the UniTek Board.


UniTek Global Services is a provider of engineering, construction management and installation fulfillment services to companies specializing in the telecommunications, broadband cable, wireless, two-way radio, transportation, public safety and satellite industries.

UniTek has created a scalable operating platform, enabling each UniTek subsidiary to deliver quality services to its Fortune 200 customers. UniTek, based in Blue Bell, PA, utilizes a diverse workforce of over
6,500 deployed in over 108 locations in the United States and Canada.