Endwave wraps $45 million PIPE; Aviza raises $15 million in stock offering

By Sheri Kasprzak

New York, April 25 - Endwave Corp.'s stock jumped by more than 15.5% on Tuesday as it completed a $45 million private placement of convertible preferreds and announced its first-quarter earnings.

The stock gained 15.58%, or $2.08, to end the day at $15.43 (Nasdaq: ENWV). In after-hours trading, the stock slipped 67 cents, or 4.34%. On Monday, the stock fell 28 cents to close at $13.35.

Endwave sold 300,000 shares of series B preferred stock at $150.00 each to Oak Investment Partners XI, LP.

The preferreds are convertible into a total of 3 million common shares at $15.00 each. The conversion price represents a 12.35% premium to the company's April 24 closing stock price of $13.35.

The investor also received warrants for 90,000 preferreds, exercisable at $150.00 each for three years. Those preferreds are also convertible into common stock at $15.00 each.

"We are extremely happy to welcome Oak Investment Partners back to the Endwave family," Ed Keible, the company's chief executive officer, said in a statement. "Oak was one of our early venture capital investors as a private start-up company and one of their managing partners, Bandel Carano, served on our board for several years prior to our IPO. Oak has long been a leader in investing in the wireless market and brings an extensive network of industry contacts and knowledge. We look forward to working with them as Endwave continues to growth both organically and through acquisition."

"I have followed Endwave's technology and market development for over a decade and am enthusiastic about the company's products," said Carano in the statement. "As an investor in several other companies in the wireless market, we believe Endwave is well-positioned in both the telecom and non-telecom segments. We look forward to helping the company apply its advanced technology to new applications and products."

With the new capital, Keible said in a conference call held Tuesday afternoon, Endwave plans to make accretive acquisitions.

"We are looking for acquisitions and business growth opportunities that are available," Keible said. "We're just scanning the environment and looking for items. The acquisitions we're looking at are more accretive rather than technologies, largely customer-based."

Before looking to the PIPE market for extra cash, Keible said the company had sought out a secondary offering last year.

Looking to that earnings statement, Endwave reported a net loss of $1,178,000 for the first quarter, compared with a net loss of $847,000 for the same quarter of 2005.

The company reported net revenues of $13.7 million for the first quarter, up from $9.1 million for the first quarter of 2005.

Endwave, based in Sunnyvale, Calif., manufactures, on an out-sourced basis, radio frequency modules for telecommunications companies, defense electronics systems and other applications.

Aviza raises $15 million

Elsewhere in the tech sector, Aviza Technology, Inc. completed a $15 million private placement with Caisse de depot et placement du Quebec.

The investor bought 3,282,275 shares at $4.57 each, a slight discount to the company's $4.59 closing stock price on April 24.

As of Feb. 6, the company had 10,300,783 common shares outstanding.

The deal was announced Tuesday morning, and by the end of the day, the company's stock had gained 5%, or 23 cents, to close at $4.82 (Nasdaq: AVZA).

In the company's latest earnings statement, Aviza sustained a net loss of $4,631,000 for the quarter ended Dec. 31, compared with a net loss of $1,978,000 for the corresponding quarter of 2004.

Aviza, based in Scotts Valley, Calif., develops semiconductors.

Aberdene's $12 million private placements

In the natural resources sector, Aberdene Mines Ltd. priced two private placements totaling $12 million - or $6 million each.

In a deal aimed only at Canadian investors, Aberdene plans to sell 10 million units of one share and one warrant. Each warrant is exercisable at C$0.90 for 18 months.

The deal is being placed through two Canadian placement agents.

The agents have a greenshoe for up to 1.5 million additional units.

The second offering, aimed at U.S.-based investors, consists of the same number of units under the same terms.

A U.S.-based investment bank is the placement agent.

The deals were announced late Tuesday afternoon. Aberdene's stock gained 2 cents, or 2.78%, to settle at $0.74 (OTCBB: ABRM).

Las Vegas-based Aberdene Mines is a mineral exploration and development company.

O2Diesel stock slips

After making gains for two days, O2Diesel Corp.'s stock fell on Tuesday.

On Tuesday, the stock dipped 5.85%, or 12 cents, to close at $1.93, but gained 5 cents in after-hours trading (Amex: OTD).

The stock had gained 16 cents Monday to close at $2.05 and gained 25 cents on Friday to close at $1.89.

On Thursday, the stock dropped 13.23%, or 25 cents, to settle at $1.64.

O2Diesel priced two placements totaling $6.5 million on Thursday.

In the first deal, UBS AG agreed to buy shares at $0.75 each, and in the second, Standard Bank plc agreed to buy shares at $0.75 each.

When the deal, priced, the stock slipped 13.23%, or 25 cents, to settle a $1.64, but gained a penny in after-hours activity.

Based in Newark, Del., O2Diesel develops cleaner-burning diesel fuel.

Noble House stock advances

A day after pricing a $1.4 million private placement of units, Noble House Entertainment Inc.'s stock climbed by more than 9.5%.

The stock gained 11 cents, or 9.57%, to close at $1.26 (OTCBB: NHSEF).

On Monday, when the pricing was announced, the stock gained 4.55%, or 5 cents, to end at $1.15.

The placement includes units of one share and one half-share warrant at $0.70 each.

The price per unit is a 39% discount to the company's $1.15 closing stock price Monday.

The placement is expected to close May 4.

The offering comes just a week after Noble House settled a $1 million private placement of 2 million units.

Toronto, Ont.-based Noble House develops and produces films, television series, television movies and non-fiction programming.

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