PHAZAR CORP Announces Adjournment of Special Meeting of Stockholders; To Reconvene July 24, 2013

  PHAZAR CORP Announces Adjournment of Special Meeting of Stockholders; To
  Reconvene July 24, 2013

Business Wire

MINERAL WELLS, Texas -- July 16, 2013

PHAZAR CORP (NASDAQ: ANTP) (“PHAZAR” or the “Company”) announced that at its
Special Meeting of Stockholders held today, the Company’s stockholders
approved the adjournment of the Special Meeting to allow additional time to
solicit proxies for the proposal to adopt the Agreement and Plan of Merger
(the “Merger Agreement”), dated March 13, 2013, by and among PHAZAR, QAR
Industries, Inc. (“Parent”) and Antenna Products Acquisition Corp., a wholly
owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will
be merged with and into PHAZAR, with PHAZAR surviving the merger as a private
company wholly owned by Parent. The Special Meeting will reconvene on July 24,
2013 at 4:00 p.m., Central Daylight Time, at the same location - the National
Depository Office, located at 405 W. Loop 820 South, Suite 100, Fort Worth,
Texas.

The Board of Directors, acting through its independent members, has
recommended that stockholders vote “FOR” adoption of the Merger Agreement. As
previously stated by the Company, the ramifications of failing to adopt the
Merger Agreement and complete the merger include:

  *Stockholders losing the certainty provided by the Merger Agreement of
    receiving a fixed amount of cash consideration for their shares of $1.25
    per share;
  *PHAZAR’s plan to delist from NASDAQ and deregister from the SEC in order
    to reduce operating costs, which the Company expects would have a
    significant and adverse effect on the liquidity of its stock; and
  *The probability that the Company will be unable to meet its obligations as
    they come due and may be forced to file for bankruptcy. These obligations
    include the $500,000 loan from Parent secured by the Company’s real estate
    assets, which will become due and payable on July 31, 2013. The Company
    currently has insufficient cash to repay the loan and no anticipated
    source for refinancing.

Of the votes that were submitted by proxy prior to today’s meeting, more than
two-thirds were cast in favor of adoption of the Merger Agreement. However,
the adoption of the Merger Agreement requires the affirmative vote of the
holders of a majority of outstanding shares of PHAZAR’s common stock, which
includes nearly 700,000 shares that remained unvoted as of the time of today’s
meeting.

“The strong support for the Merger Agreement that we have received thus far
from our stockholders who have voted is very encouraging,” said Gary W.
Havener, Chairman of the Board of Directors of PHAZAR. Mr. Havener added: “As
we previously announced, leading independent proxy advisory firms ISS Proxy
Advisory Services and Glass, Lewis & Co. have both recommended that
stockholders vote FOR adoption of the Merger Agreement. Today’s adjournment
will provide stockholders who have not yet participated in this critical
process the opportunity to do so, which we urge them to do.”

Every stockholder’s vote is important, regardless of the number of shares
owned. Please act today!

Stockholders who need assistance in voting their shares or who have questions
regarding the special meeting may contact the Company’s proxy solicitor,
Georgeson, Inc.  at 1-800-790-6795 or Kathy Kindle at PHAZAR 940-325-3301 ext.
245.

Forward-Looking Statements

This press release contains forward-looking information within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include statements concerning plans, objectives, goals, strategies,
future events or performances and underlying assumptions and other statements,
which are other than statements of historical facts. Certain statements
contained herein are forward-looking statements and, accordingly, involve
risks and uncertainties described from time to time in the Company’s filings
with the Securities and Exchange Commission (the “SEC”), which could cause
actual results or outcomes to differ materially from those expressed in the
forward-looking statements. The Company’s expectations, beliefs and
projections are expressed in good faith and are believed by the Company to
have a reasonable basis, including without limitation, management’s
examination of historical operating trends, data contained in the Company’s
records and other data available from third parties. There can be no assurance
that management’s expectations, beliefs or projections will result, or be
achieved, or accomplished. These forward-looking statements speak only as of
the date made, and the Company assumes no obligation to update such
statements.

Important Additional Information

In connection with the proposed transaction contemplated by the Merger
Agreement, PHAZAR has filed with the SEC a definitive proxy statement on
Schedule 14A on June 4, 2013. The definitive proxy statement was sent to the
stockholders of PHAZAR on or about June 7, 2013. Investors and security
holders of PHAZAR are urged to read the proxy statement and any other relevant
documents filed with the SEC because they contain important information about
the proposed transaction.

Investors and security holders may obtain free copies of the proxy statement
and other documents filed with the SEC by PHAZAR at the SEC’s website at
www.sec.gov, or from PHAZAR, by accessing PHAZAR’s website, at
www.phazarcorp.com, or by calling Kathy Kindle at 940-325-3301 ext. 245.

PHAZAR and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies in respect of the
proposed transaction described in this release. Information regarding those
persons and their interests in the proposed transaction is contained in
PHAZAR’s definitive proxy statement for the special meeting.

Contact:

PHAZAR
Kathy Kindle, 940-325-3301 ext. 245
 
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