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Jun 13, 2001

BreezeCOM and Floware Announce Filing of F-4 Registration Statement



Merger On Course to Close in Third Quarter 
 
TEL AVIV, Israel & OR YEHUDA, Israel--June 13, 2001--BreezeCOM Ltd. (NASDAQ: BRZE) and Floware Wireless Systems Ltd. (NASDAQ: FLRE) today announced that on June 8, 2001, BreezeCOM filed with the Securities and Exchange Commission a registration statement with respect to the approximately 26.3 million ordinary shares of BreezeCOM which are to be issued to Floware shareholders and option holders in connection with the previously announced merger of BreezeCOM and Floware.

The parties continue to anticipate that the merger, which is subject to the satisfaction or waiver of customary conditions (including shareholder and regulatory approvals) will be consummated in the third quarter of 2001. Pursuant to the "Merger Agreement," which was executed in April, 2001, 0.767 BreezeCOM shares will be issued in exchange for each outstanding ordinary share of Floware.

A registration statement related to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer would be unlawful prior to registration or qualification under the securities laws of such state.

Once the Registration Statement becomes effective, copies of the proxy statement/ prospectus contained therein can be obtained from BreezeCOM (21A Habarzel Street, Tel Aviv 69720, Israel) and from Floware (28 Hacharoshet Street, Or Yehuda 60250, Israel).

About BreezeCOM
BreezeCOM is the leading provider of Broadband Wireless Access (BWA) solutions used by service providers and enterprises. Its products provide a wireless alternative to wired access solutions, such as DSL and cable modems, and facilitate indoor and outdoor, as well as fixed and mobile wireless LAN connectivity. BreezeCOM products are based on a packet switching point-to-multipoint wireless platform, optimized for high-speed Internet and intranet access. Core technologies include spread spectrum radio, digital signal processing, modems, networking protocols and VLSI.

About Floware
Floware Wireless Systems Ltd. is a leading provider of point-to-multipoint fixed broadband wireless access (BWA) systems. These systems are used mainly by new carriers (CLECs) which connect business customers in the ``last mile.'' Floware's WALKair system enables carriers to provide high-speed Internet access, as well as a wide range of voice and data services, on the 3.5, 10.5 and 26 GHz radio frequency bands. Floware currently has more than 60 deployments worldwide. For more information, visit Floware's website at www.floware.com

 


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