Baylin Technologies Completes Acquisition Of Kaelus AB, Creating A Unified End-To-End RF Portfolio

Combined business positioned to deliver approximately C$130M in pro-forma 2026 revenue and approximately C$14M in pro-forma 2026 Adjusted EBITDA^¹ , before synergies

Baylin Technologies Inc. (“Baylin” or the “Company”) today announced that it has completed the previously announced acquisition of Sweden-based Kaelus AB (“Kaelus”), a global provider of wireless infrastructure antenna and radio frequency (“RF”) equipment (the “Acquisition”). The transaction marks a defining milestone in Baylin’s strategy to build a diversified, scaled global RF technology platform.

The Acquisition unites Kaelus with Baylin and its wholly-owned subsidiary, Galtronics, creating one of the industry’s most comprehensive end-to-end RF solution portfolios — spanning cellular infrastructure and custom antennas, RF conditioning, synchronization, and test and measurement — serving tier-1 wireless carriers, OEMs, defence customers, and broadcasters across North America, Europe, Asia-Pacific, and Latin America.

Paradigm Capital Inc. acted as Advisor to the Company on the acquisition of Kaelus and acted as sole agent and bookrunner for the related subscription receipt offering.

Transaction Highlights

• Meaningful Adjusted EBITDA Growth Pre-synergies: Pro-forma 2026 Adjusted EBITDA of approximately C$14M, compared to Baylin’s standalone 2025 of C$6.0M
• Step-change in scale: Pro-forma 2026 revenue of approximately C$130M, with pro-forma 2026 Adjusted EBITDA margin1 of approximately 10.8%, up from 6.5% in 2024
• Zero product overlap: Four Kaelus product lines extend — rather than duplicate — Baylin’s existing portfolio, creating cross-selling opportunities across all customers
• Tier-1 OEM channel: Kaelus is a key GNSS synchronization and antenna vendor to two of the largest OEMs in the world, creating a broader set of opportunities for Baylin’s total product set
• Geographic critical mass: Combined operations span Sweden, the United States, Canada, Finland, Australia, India, and China, with manufacturing, R&D, and sales presence across all major regions
• Strengthened balance sheet: Transaction financing funds the Acquisition, repays existing bank debt, and improves leverage on a materially larger EBITDA base

Pro-forma 2026 figures reflect management estimates assuming full-year ownership of Kaelus and exclude potential revenue and cost synergies.

Why This Matters for Shareholders
Management believes the combined company is positioned to benefit from several long-term industry trends, including expected recovery in North American wireless infrastructure spending, ongoing defence communications demand, and growth in custom antenna applications.

Specifically, management sees a recovering North American wireless CapEx cycle (forecast to grow from approximately US$33B in 2025 to US$38.5B in 2028), sustained defence and government satellite communications demand including NATO government programs, and the global custom antenna market projected to expand from US$2.6B to US$7.5B by 2027.

Management Commentary
“This is the start of a new chapter for Baylin’s shareholders, customers, and employees,” said Leighton Carroll, Chief Executive Officer of Baylin. “We have meaningfully increased our Adjusted EBITDA pre-synergies, added two of the largest wireless OEMs in the world as strong customers, and have a European platform that would have taken a decade to construct organically. With a stronger balance sheet and a clear runway of secular demand across wireless, defence, and custom antennas, we believe Baylin is positioned to deliver meaningful value creation.”

Peter Sandberg, Chief Executive Officer of Kaelus, added, “Joining Baylin and Galtronics positions Kaelus to serve customers as a stronger, more strategic, long-term partner. With a broader product portfolio, deeper engineering resources, and combined global reach, we are uniquely positioned to deliver comprehensive RF solutions in an increasingly connected world.”

Transaction Terms
The Acquisition was completed for a total purchase price of approximately SEK 282 million (approximately C$42M), net of excess cash, satisfied through a combination of approximately C$26M in cash and the issuance of 52,000,036 common shares of Baylin to the Kaelus shareholders. The cash portion of the consideration and the repayment of Baylin’s existing bank facilities were funded through a combination of a senior secured term facility with SAF Group and a private placement of subscription receipts led by Paradigm Capital Inc. In connection with the closing of the Acquisition, an aggregate of 41,250,000 common shares of the Company will be issued to holders of subscription receipts through the facilities of CDS Clearing and Depository Services Inc. The Company also extinguished its prior RBC revolving credit facility in connection with closing.

Customer & Operational Continuity

• Brand continuity: Kaelus will operate as “Kaelus, a Galtronics company,” preserving both brands’ recognition and customer relationships
• Management continuity: Kaelus will continue under its current leadership team with full P&L responsibility
• Accelerated innovation: Expanded engineering resources focused on next-generation RF solutions and continued product investment
• Contract assurance: All existing customer contracts and supply arrangements remain in effect; procurement integration will be managed transparently over time
• Expanded support: Existing customer contacts remain unchanged, now backed by broader global capabilities

About Baylin
Baylin is a leading diversified global wireless technology company focused on the research, design, development, manufacturing, and sales of passive and active radio frequency and satellite communications products, and the provision of supporting services. For more information, visit www.baylintech.com.

About Galtronics
Galtronics, a wholly owned subsidiary of Baylin, designs and manufactures antenna solutions to solve the most complex connectivity challenges worldwide. The company combines engineering, customer collaboration, and technology innovation to deliver high-quality, critical connections. When connectivity counts, Galtronics delivers. For more information, visit www.galtronics.com.

About Kaelus
Kaelus is a global RF technology manufacturer supplying products essential to wireless networks, defence systems, and telecommunications infrastructure. Its portfolio includes beam-through antennas, RF conditioning solutions, GNSS synchronization and anti-jamming products, and industry-leading PIM test & measurement equipment. Kaelus maintains global operations with headquarters in Sweden and a presence across North America, Europe, and Asia-Pacific. For more information, visit www.kaelus.com.

^* Pro Forma refers to the assumption that the acquisition of Kaelus was completed on January 1, 2026 on the terms publicly described at the time of the announcement of the proposed acquisition.

^¹ See “Non-IFRS Measures”.