Transcript

Chris Donkin: I’m here with CEO of Galtronics Leighton Carrol. Thank you very much for joining us today.

Leighton Carroll: Thank you for having me.

Chris Donkin: So 2024 was a huge year for Galtronics. Tell us a little bit about how last year went.

Leighton Carroll: Yeah, so I look, I’m super proud of the Galronics team. Our infrastructure group in 2024 grew 40% as a wireless infrastructure antenna OEM. That’s 2024 was not a great year in for infrastructure capital spending.

We backed it up with another 32.5% of growth in 2025. Launched multiple new innovative products and are continuing to see a lot of success, a lot of customer diversification, a lot of market diversification.

Chris Donkin: Great. In fact, you’ve recently had some marquee successes in Europe. What really stands out for you?

Leighton Carroll: The old record… We have a product called a multi-beam and it’s one of the things that’s driving growth. Multibeams are highly differentiated at handling high density, high traffic situations.

We’ve slowly been working on Europe. The old record for the most amount of data carried by our products was at the Rogers Center by Rogers in Toronto for a Taylor Swift concert. It only carried 30 terabytes of data. That’s a massive number.

Deutsch Telecom did a trial of one of our multi-beams for a music festival and the Hockenheimring. They blew the number away. 40 terabytes of data with our product.

They were so pleased they contacted us and said we would like to do a press release and say Deutsch Telecom first  dual frequency multi-beam deployment in Germany from a Canadian company Galtronics. That was exciting. I mean, you know, kind of cool.

We didn’t expect them to produce a YouTube video demonstrating our technology with nice graphics the whole thing and uh shocked right literally in the last month we’ve sold to Deutsch Telecom, Orange, SFR, Vodafone and we’ve obviously developed relationships with a lot of other European carriers. So you know you you don’t just show up as a Canadian business and say hey you know we’d like to we’d like to work with you. You have to have something innovative that delivers real value and solves a a real significant problem for for wireless operators. Our products are doing that and we’re excited about the growth we’re having in Europe.

Chris Donkin: Sounds good. So, you’ve been innovating your way to success. What comes next?

Leighton Carroll: Well,  a few things. So, you know, some is good, more is better.

We recently announced at the end of last year that we are acquiring a company named Kaelus, headquartered in Sweden, with operations in Finland, the US, India, Australia and China. And it really does a few things for us. So one of the cool parts about Kaelus is that their product line and what they do is like this in terms of how complimentary it is to what we do.

We get to retain the engineering talent. We get to lean in more heavily in Europe as well as Oceanania, right? Australia, New Zealand, India.

Obviously we’re also selling China now. And to have a broader portfolio that includes filters, a really innovative set of base station antennas. They’ve always been solid in test and measurement, synchronization solutions that are being used by some of the biggest OEMs that you know.

And you layer on what Galtronics has done with multi-beams, small cells, in-building wireless stadium antennas, and the growth. We now become a broader business with more solutions for our customers and we’re excited about it because it only deepens our relationships. And the plan is over time we’re adding engineering talent and continuing to grow in a way that’s solving meaningful issues for wireless operators, 3POS’s, etc.

Chris Donkin: We haven’t got a lot of time left, so I want to get very quickly your opinion on what you’re excited about in 2026 in a few words.

Leighton Carroll: Yeah, it look 2026, I’m I’m excited about continuing to grow the business. The combination of Galtronics with Kaelus, the combined salesforce, the combined engineering force, the real focus on customers and innovation. And I’ll take it a step further. How we got into Europe starts with the easiest use case: big festivals, big concerts. In North America, wireless carriers are starting to use multi-beam for cell sector saturation offload. Spectrum gets used. What do they have to do? Deploy more stuff or what we’re seeing US carriers do, replace existing infrastructure with a multi-beam, including some of the large integrated antennas and really getting the coverage and quality of coverage they need on a sector in a cost efficient way.

Chris Donkin: Sounds like an exciting future ahead. Thank you very much for joining us today.

Leighton Carroll: Thanks for having me.

The post Galtronics CEO Leighton Carroll Interviewed at Mobile World Live 2026: Growth and Acquisition Kaelus appeared first on Galtronics.

In the world of collegiate sports, game day is about more than the action on the field. It’s a hyper-connected experience where thousands of fans simultaneously use their mobile devices for hotspot TV streaming, live video sharing, and social media engagement. This creates a massive demand for data, especially in high-density areas like parking and tailgating zones.

For network operators and integrators, this presents a dual challenge: delivering exceptional, high-capacity coverage while maintaining the aesthetic integrity of iconic venues. Galtronics discrete multibeam antennas have always been the go-to for high-capacity coverage. With discrete “skinning” solutions, Galtronics multibeam antennas solve both challenges.

The Challenge at Bryant-Denny Stadium

The goal: Enhance coverage and capacity in the parking and tailgating areas to support the heavy data demand generated by fans. The solution, however, needed to be as smart in its design as it was powerful in its performance.

The Galtronics Solution: Performance Meets Discretion

For the example installation (from the photo) a Galtronics dual band multibeam antenna was “camoflaged” on the side of a building. The dual band multibeams were chosen for their superior ability to provide targeted coverage and increased capacity.

While providing exceptional RF performance is the primary objective, Galtronics antennas offer a critical secondary benefit for modern venues. Due to their discrete physical design, they can easily be “concealed” by operators or integrators prior to installation.

At Bryant-Denny Stadium, a custom vinyl skin wrap was applied to the antenna panels. This simple yet effective technique allowed for perfect visual integration with the stadium’s architecture. The wrap was color-matched to surrounding surfaces, helping the equipment blend seamlessly without compromising a single decibel of performance.

Why Visual Integration is a Game-Changer for Operators & Integrators

For businesses designing and deploying network solutions in high-profile environments, this capability is a strategic advantage.

• Preserve Aesthetics:Meet stringent architectural and design requirements of stadiums, arenas, airports, and urban landscapes.
• Streamline Deployments: Minimize aesthetic concerns of venue managers who are protective of their brand and visual environment.
• Enhance Brand Value.

This approach moves the conversation from “Where can we hide this antenna?” to “How can we seamlessly integrate this powerful antenna?” It’s a proactive solution that addresses both technical and visual concerns from the outset.

Engineered for the Connected Future

The successful upgrade at Bryant-Denny Stadium is a blueprint for the future of venue connectivity. It proves that operators no longer have to choose between powerhouse performance and discreet design. By leveraging solutions like the camouflaged Galtronics multibeam antennas, they can deliver both, ensuring fans stay connected while the technology remains out of sight.

Ready to design a network that performs beautifully without disrupting the view?

• Explore Galtronics Multibeam Antennas>>
• Read the Full Press Release on Bryant-Denny Stadium>>
• Learn More About Bryant-Denny Stadium Renovations>>

The post Beyond the Game: How Galtronic’s Discreet Antenna Design is Solving Stadium Connectivity Challenges appeared first on Galtronics.

Leighton Carroll, chief executive officer of Baylin and Galtronics, said the acquisition will help make Galtronics more of a “one-stop shop” for antenna customers through the addition of Kaelus’ leading-edge technologies.

“Their technologies are very complementary to us,” Carroll said in a phone interview following the announcement earlier this month. Of special interest to Galtronics, Carroll said, is Kaelus’ expertise in RF conditioning and filtering, which Galtronics will use to further improve its product line. These are important technologies for hyper-directional stadium antennas, a market where Galtronics is actively expanding its offerings.

Carroll also said that Kaelus has innovative technology in the area of “transparent” antennas, an advancement that allows antennas to have other antenna signals of different frequencies pass through the devices. For macro deployments, transparent antennas can reduce the amount of rent a carrier customer needs to pay on a tower, Carroll said. He also said the transparent antenna technology might be used in future multibeam antenna models.

Testing and measurement

Though Kaelus’ own antenna business, which focuses mainly on cellular small cells, is still in its early days, Carroll said their testing and measurement technologies are being widely used. Galtronics uses Kaelus testing and measurement gear in its factories, and at least one major U.S. wireless carrier also uses Kaelus testing and measurement equipment, Carrol said.

“They’re really good at what they do,” Carroll said of Kaelus.

According to the Toronto-based Baylin, it has signed a non-binding term sheet with a Canadian lender for a $30.9 million Canadian credit facility, which Baylin said it will use to fund the acquisition. “I’m pleased to continue the Kaelus journey alongside Galtronics and Baylin as we create a stronger, more strategic partner for our customers,” said Peter Sandberg, president of Kaelus, in a prepared statement. “By combining our expanded portfolio and resources, we are well-positioned to deliver one of the most comprehensive RF solutions in the market and capture significant opportunities in today’s AI-connected world,” he said.

Courtesy: Stadium Tech Report December 16, 2025 by Paul Kapustka  https://stadiumtechreport.com/news/galtronics-owner-baylin-acquires-antenna-tech-with-acquisition-of-swedens-kaelus/

The post Stadium Tech Report: Galtronics owner Baylin acquires antenna tech with acquisition of Sweden’s Kaelus appeared first on Galtronics.

Toronto, Ontario – December 1, 2025 – Baylin Technologies Inc. (“Baylin” or the “Company”) (TSX: BYL; OTCQB:BYLTF) is pleased to announce that it has entered into a definitive agreement (the “Share Purchase Agreement”) to acquire 100% of the shares of Kaelus AB (“Kaelus”), a Sweden-based global provider of next-generation antenna solutions, RF (radio frequency) conditioning, synchronization, and test & measurement equipment (the “Acquisition”), for a purchase price of approximately SEK (Swedish krona) 285 million or approximately $42 million (subject to adjustment and net of excess cash). The purchase price will be satisfied in a combination of cash and common shares of Baylin (“Common Shares”). See “Acquisition Terms – Purchase Price”. All dollar amounts in this release are in Canadian dollars.

Headquartered in Sweden, with operations in the United States, Australia, Finland and China, Kaelus brings deep radio frequency (“RF”) engineering capabilities, strong profitability, and long-standing relationships with global wireless operators and original equipment manufacturers (OEMs).

Acquisition Highlights

The Acquisition advances Baylin’s strategy to position itself for sustainable growth, strengthen its balance sheet, reduce leverage, and expand and diversify its RF product portfolio.

• Revenue Growth: Following completion of the Acquisition, on a combined basis, Baylin expects 2026 revenue to be approximately $141 million.[3]
• Adjusted EBITDA Growth: The Acquisition is expected to triple Baylin’s Adjusted EBITDA to approximately $15.9 million in 2026, before synergies.
• Strategic Fit: Kaelus’s products and markets are highly complementary to Baylin’s Wireless Infrastructure and Embedded Antenna business units. Specifically, Kaelus has an innovative Base Station Antenna portfolio, a strong RF Conditioning line, an innovative and growing cellular Synchronization business, and is a leader in wireless Test and Measurement devices.
• Financially Attractive: The purchase price of $42 million represents a multiple of approximately 4.7x Kaelus’s forecasted 2025 Adjusted EBITDA.
• Strengthens Balance Sheet: The Acquisition is expected to result in a reduced leverage ratio[4] of approximately 2.3x, down from its current level of 4.9x, after taking into account the anticipated financing for the Acquisition. See “Financing of the Acquisition”.

• Aligned Leadership Team: Kaelus’s experienced leadership team to remain in place, focused on growing intrinsic value and ensuring continuity.
• Business Growth: In close collaboration with Kaelus’s management team, Baylin has developed a strategic plan to drive growth and product development, strengthen marketing efforts and apply operational best practices.

• Equity Raise. Offering of Subscription Receipts led by Paradigm Capital of $10 million fully supported by a group of new institutional investors and Baylin’s controlling shareholder. See “Financing of the Acquisition”.

About Kaelus

The predecessor to Kaelus began operations in 2007 in Sweden with a focus on the telecom industry. Through a combination of organic growth and strategic acquisitions, including of Kaelus in 2019, the business has significantly broadened its capabilities and customer base. Today, Kaelus is a leading provider of next-generation antenna solutions with a global footprint, offering an extensive range of advanced antenna system equipment in partnership with several global wireless operators and OEMs.

Kaelus operates across four business lines.

• Antennas: Designs and produces base station and small cell antennas and develops class-leading transparent antenna technology.
• Synchronization: Provides time synchronization for global navigation satellite systems (GNSS) and GPS with cell towers, and is developing anti-jamming and other defence technology to expand its product line.
• Test & Measurement: Tests cellular deployments and manufacturing, one of a small number of Western companies with this capability.
• RF Conditioning: Produces filters, amplifiers and other products to improve radio frequency signals and signal integrity.

Combined Business – Financial Metrics

Notes:

• Dollar amounts are in millions of Canadian dollars.
• Amounts for Kaelus have been converted from Swedish Krona into Canadian dollars at the following average rates – 2024, SEK 1.00 =$0.1296; 2025, SEK 1.00 = $0.1413; and 2026, SEK 1.00 = $0.1427.
• Represents actual results for the nine-month period ended September 30, 2025 and pro forma results for the year ending December 31, 2025. Pro forma results for Kaelus are based on Kaelus management estimates. Such results constitute forward-looking information. See “Forward-Looking Statements” and “Financial Outlook”.
• Represents combined forecasted results for 2026. Forecasted results for Kaelus are based on Kaelus management estimates. Forecasted results constitute forward-looking information. See “Forward-Looking Statements” and “Financial Outlook”.
• Gross Profit Margin, Adjusted EBITDA and Adjusted EBITDA Margin are non-IFRS measures. See “Non-IFRS Measures”. The 2025 pro forma and 2026 forecast disclosure constitutes forward-looking information. See “Forward-Looking Statements” and “Financial Outlook”.

Management Commentary

“This Acquisition will be a transformative step for Baylin,” said Leighton Carroll, Chief Executive Officer, of the Company. “Kaelus is expected to add globally respected RF capabilities, strong profitability, and a deep customer base that will complement Baylin’s strengths. Together we anticipate offering one of the most complete RF portfolios in the market, with significant opportunities for organic growth, cross-selling, and margin expansion.”

Peter Sandberg, Chief Executive Officer of Kaelus: “I’m pleased to continue the Kaelus journey alongside Galtronics and Baylin as we create a stronger, more strategic partner for our customers. By combining our expanded portfolio and resources, we are well-positioned to deliver one of the most comprehensive RF solutions in the market and capture significant opportunities in today’s AI-connected world.”

Jeffrey Royer, Chairman of Baylin, added: “Kaelus will be a natural fit within our long-term strategy. This Acquisition is expected to strengthen our scale, diversify our revenue, and position the Company for growth across multiple high-value verticals. We look forward to welcoming the Kaelus team and capturing the benefits of this highly strategic combination.”

Baylin CEO Leighton Carrol will host a webinar at 10AM EST on Thursday, December 4 to discuss the rationale for the Acquisition, and allow financial analysts and investors to ask questions.

To register for the webinar, please use this link: https://us02web.zoom.us/webinar/register/WN_IF9KaWwrR1CHrXohY3wB4w#/registration

Acquisition Terms

Purchase Price

Under the Share Purchase Agreement, Baylin has agreed to acquire 100% of the shares of Kaelus for a purchase price of approximately SEK 285 million, or $42 million, subject to adjustment and net of excess cash (the “Purchase Price”).  The Purchase Price will be satisfied in a combination of cash and Common Shares.

The Purchase Price is anticipated to be satisfied through the payment of $26 million in cash and the issuance of approximately 52.2 million Common Shares (representing approximately 34% of the currently outstanding Common Shares and approximately 21% of the Common Shares after giving effect to the Acquisition and related Subscription Receipt Offering). The Common Shares will be subject to lock-up agreements in favour of the Company, which will restrict sales of the Common Shares for between 9 and 24 months. The final number of Common Shares issuable to the sellers will vary depending on the closing date of the Acquisition due to the closing adjustments. The number of Common Shares will be determined based on the volume-weighted average trading price of the Common Shares of the Toronto Stock Exchange (“TSX”) for the 30-trading day period ended on November 26, 2025, or $0.2928.

Conditions

Completion of the Acquisition is subject to customary conditions for an acquisition of this type, including approval of the TSX, the foreign investment authority in Finland (“Finnish Regulatory Approval”) and the shareholders of Baylin. See “TSX Shareholder Approval Requirements”.

Baylin’s obligation to complete the Acquisition is subject to the additional condition (the “Financing Condition”) that it is able to raise an amount in cash sufficient to pay the cash portion of the Purchase Price, to repay in full all outstanding indebtedness to its principal lender and to pay all third-party expenses associated with the Acquisition and the financing, or approximately $42 million in total. See “Financing of the Acquisition”.

If the conditions (other than the Financing Condition) have not been fulfilled, or it is clear that any one of those conditions will not be fulfilled, in each case, by four months from date of the Share Purchase Agreement, or if the Financing Condition has not been fulfilled, or it is clear that it cannot be fulfilled on reasonable commercial terms acceptable to the directors of Baylin, in each case, by two months from the date of the Share Purchase Agreement, Baylin and the sellers will each be entitled, in their sole discretion, to terminate the Share Purchase Agreement by giving the other party written notice of termination. No termination fees are payable by either party in such a case.

Subject to satisfaction of the conditions, the Acquisition is expected to be completed in the first quarter of 2026.

Financing of the Acquisition

The cash portion of the Purchase Price will be funded through a combination of equity and debt.

Subscription Receipts. Paradigm Capital Inc. (the “Agent”) has been engaged by Baylin to solicit subscriptions on a private placement basis for an offering (the “Subscription Receipt Offering”) of $10 million of subscription receipts of Baylin (the “Subscription Receipts”), fully supported by a group of new institutional investors and Baylin’s controlling shareholder, at a price of $0.25 per Subscription Receipt. Each Subscription Receipt will entitle its holder to receive, without payment of any further amount, on closing of the Acquisition and satisfaction of certain other conditions (the “Escrow Release Conditions”), one Common Share. The Agent also has an option (the “Agent’s Option”) to increase the size of the Subscription Receipt Offering by up to 15%, which is exercisable at any time up to 48 hours before closing of the Subscription Receipt Offering. The Subscription Receipt Offering is expected to close on December 18, 2025.

The proceeds from the sale of the Subscription Receipts (less 50% of the Agent’s cash commission and an amount representing expenses of the Agent incurred prior to the closing of the Subscription Receipt Offering) will be held in escrow by an escrow agent pending satisfaction of the Escrow Release Conditions. Upon satisfaction of the Escrow Release Conditions, one Common Share will automatically be issued in exchange for each Subscription Receipt and the net proceeds held in escrow will be released to Baylin. If the Acquisition is not completed in accordance with the Share Purchase Agreement, if the Share Purchase Agreement is terminated or if any other Escrow Release Condition is not satisfied, holders of Subscription Receipts will be entitled to a return of their subscriptions plus interest, in accordance with the terms of the Subscription Receipt Offering, and all the Subscription Receipts will be cancelled. If the funds held in escrow are not sufficient to repay subscribers in full for their subscription, the Company will be required to cover the shortfall.

In connection with the Subscription Receipt Offering, the Company has agreed to pay the Agent a cash commission of 6.5% of the proceeds raised from subscribers who do not form part of the “president’s list” and 2% of the proceeds from subscribers forming part of the “president’s list”. In addition, the Company has agreed to issue to the Agent share purchase warrants (the “Compensation Warrants”) that are exercisable into that number of common shares equal to 6.5% of the number of Subscription Receipts issued to subscribers who do not form part of the “president’s list” and 2% of the number of Subscription Receipts issued to subscribers forming part of the “president’s list”. Subject to completion of the Acquisition, the Compensation Warrants will be exercisable for a period of two years at a price equal to the same price paid by subscribers for their Subscription Receipts.

Debt Financing. Baylin has signed a non-binding term sheet with a Canadian private credit lender (the “Lender”), to provide a $30.9 million non-revolving senior loan (the “Loan”). The Loan would be secured by a first-priority security interest over all the assets of Baylin, as borrower, and certain of its subsidiaries, as guarantors, have an expected term of 36 months and include customary positive and negative covenants, and events of default, for a loan of this type, including financial covenants. The proceeds of the Loan would be used to fund the cash portion of the Purchase Price and to fully repay the Company’s revolving credit facility with its principal lender, Royal Bank of Canada.

The Loan is subject to completion of due diligence by the Lender, negotiation of satisfactory definitive agreements to govern the terms and conditions of the Loan and the granting of security and satisfaction of all related conditions in favour of the Lender to the advance of the Loan. The Loan, as described, together with the proceeds from the Subscription Receipt Offering, would be sufficient to satisfy the Financing Condition.

There can be no assurance that Baylin and the Lender will enter into a binding agreement for the Loan on the terms set out in the term sheet or at all. In that case, Baylin would explore alternative options to satisfy the Financing Condition, or not satisfy the Financing Condition, in which case the Acquisition may not be completed.

TSX Shareholder Approval Requirements

Completion of the Acquisition and the Subscription Receipt Offering could result in the issuance of up to a maximum of 101,631,667 Common Shares, assuming that the Acquisition is completed in accordance with the Share Purchase Agreement not later than March 28, 2026 and the maximum number of Common Shares are issued in connection with the Subscription Receipt Offering, including the Agent’s Option and the Compensation Warrants. Together, those Common Shares would represent approximately 66.6% of the 152,648,031 Common Shares currently outstanding.

Section 611(c) of the TSX Company Manual, requires the Company to obtain shareholder approval where the number of securities issued or issuable in payment of the purchase price for an acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis. In calculating the number of securities issued or issuable in payment of the purchase price of an acquisition, section 611(g) of the TSX Company Manual requires any securities issued or issuable on a concurrent private placement on which the acquisition is contingent or otherwise linked to be included in the total.

Under section 604(d) of the TSX Company Manual, the TSX may, in certain circumstances, permit a listed issuer to provide the TSX with written evidence that holders of more than 50% of the voting securities of the issuer, and who are familiar with the proposed transaction, are in favour of the transaction. The Company intends to seek approval from the TSX to have the Acquisition and Subscription Receipt Offering approved by the shareholders of Baylin in reliance on section 610(d) of the TSX Company Manual.

Assuming the maximum number of Common Shares are issued, the sellers would hold approximately 21% of the Common Shares outstanding on completion of the Acquisition and Subscription Receipt Offering, with none of them holding 10% or more of the Common Shares.

Advisors

Paradigm Capital Inc. acted as exclusive financial advisor to Baylin and Stifel Financial Corp. acted as sole financial advisor to Kaelus. Snellman Advokatbyrå  AB, Stockholm, acted a lead counsel, and Torys LLP acted as Canadian counsel, to Baylin, and Advokatfirman Vinge KB, Stockholm, acted as counsel to the shareholders of Kaelus.

ABOUT KAELUS

Kaelus is a global RF technology manufacturer supplying products essential to wireless networks, defense systems, and telecommunications infrastructure. Its portfolio includes transparent 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 presence across North America, Europe, and Asia-Pacific. For more information, visit www.kaelus.com.

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.

For further information contact:

Investor Relations
Kelly Myles, Marketing and Communications Director
Baylin Technologies Inc.
[email protected]

NON-IFRS MEASURES

This release includes financial measures that are not recognized under International Financial Reporting Standards (“IFRS”), do not have any standardized meaning under IFRS and, as such, may not be comparable to similar measures presented by other companies. Management believes that these measures provide useful information to analysts, investors and other interested parties regarding the Company’s financial condition and results of operation as they provide additional key metrics of the Company’s performance.

While management believes that non-IFRS measures provide useful supplemental information, they are not intended to represent, and should not be considered as alternatives to, net income (loss), cash flows generated by operating, investing or financing activities, or other financial statement data presented in accordance with IFRS.

Management also uses non-IFRS financial and other measures to exclude the impact of certain expenses and non-cash items that management does not believe reflect the Company’s underlying operating performance. It also uses these measures to measure the Company’s financial and operating performance for business planning purposes and as a component in the determination of incentive compensation for salaried employees. The Company may change these measures from time to time if it believes doing so would result in a more effective analysis of its underlying operating performance.

The non-IFRS measures presented in this release are as follows:

• “Gross Profit Margin”, which refers to gross profit divided by revenue. Management believes Gross Profit Margin is a useful measure because it isolates the profitability of a company’s core operations.
• “EBITDA”, which refers to net income (loss) plus interest expense and other finance expense (income), tax expense (recovery), depreciation, and amortization. Management believes EBITDA is a useful measure because it gives a clearer view of how the business of the Company generates profit from operations independent of capital structure.
• “Adjusted EBITDA”, which refers to EBITDA adjusted for the impact of certain items, including asset impairment charges, expenses related to mergers and acquisitions, costs of reorganization of a business, gain or loss on the sale of a business, including related expenses, legal costs arising from significant non-operating activities, severance and executive recruitment costs, and share-based compensation. Management believes Adjusted EBITDA is a useful measure because it focuses on profitability of underlying core operations.
• “Adjusted EBITDA Margin”, which refers to Adjusted EBITDA divided by revenue. Management believes Adjusted EBITDA Margin is a useful measure because it provides a clearer indicator of the operating efficiency, scalability and profitability before financing and capital impacts.
• “Leverage Ratio”, which refers to the sum of credit from banks, long term borrowing, and convertible debentures, net of cash, divided by the trailing 12-months Adjusted EBITDA less lease payments. Management believes Leverage Ratio is a useful measure because it provides a view of the financial risk, leverage capacity and debt servicing ability of the Company.
• “Backlog”, which refers to the value of unfulfilled purchase orders placed by customers.

Management believes that backlog provides useful information to analysts and investors as an indicator of anticipated revenue to be recognized upon fulfillment of the related purchase orders. Backlog may be subject to change as a result of project accelerations, cancellations or delays due to various factors, any of which could cause revenue to be realized in periods and at levels different from originally anticipated. Additionally, the Company’s method of calculating backlog may be different from methods used by other companies and, accordingly, may not be comparable to similar measures used by other companies.

Reconciliations of the Company’s non-IFRS measures used in this release to their most comparable IFRS measure:

FORWARD-LOOKING STATEMENTS

This release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws. Forward-looking statements are not statements of historical fact. Rather, they are disclosure regarding conditions, developments, events or financial performance that we expect or anticipate may or will occur in the future, including, among other things, information or statements concerning our objectives and strategies to achieve those objectives, statements with respect to management’s beliefs, estimates, intentions and plans, and statements concerning anticipated future circumstances, events, expectations, operations, performance or results. Forward-looking statements can be identified generally by the use of forward looking terminology, such as “anticipate”, “believe”, “could”, “should”, “would”, “estimate”, “expect”, “forecast”, “indicate”, “intend”, “likely”, “may”,  “outlook”, “plan”, “potential”, “project”, “seek”, “target”, “trend” or “will” or the negative or other variations of these words or other comparable words or phrases, which is intended to identify forward-looking  statements, although not all forward-looking statements contain these words.

Forward-looking statements in this release include statements regarding the Acquisition; the expected timing for completion of the Acquisition and the anticipated benefits of the Acquisition, including revenue growth, profitability, margin expansion, leverage levels, cross-selling opportunities, value creation, financial performance, business growth and the strengthening of Baylin’s competitive position.

Forward-looking statements are based on assumptions that the Company believes are reasonable, including assumptions regarding the ability to complete the Acquisition on the terms and timelines anticipated and by satisfying the required conditions to completion,  the accuracy of financial and operational information provided by Kaelus, the performance of Kaelus consistent with historical trends, the ability to realize the expected benefits of the Acquisition, customer demand, general economic and market conditions, availability of capital, and other factors considered appropriate in the circumstances.

Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Baylin’s control and could cause actual results to differ materially from those expressed or implied in such statements. These risks include risks related to the failure to complete the Acquisition, satisfy closing conditions, integration risks, loss of key employees or customers, failure to realize expected financial benefits, changes in economic conditions, currency fluctuations, regulatory risks, availability of financing, competition, supply chain disruptions, and other risks detailed in Baylin’s continuous disclosure filings available on SEDAR+ at www.sedarplus.ca.

Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this release. Unless required by applicable law, the Company does not intend, and does not assume any obligation, to update any forward-looking statements.

FINANCIAL OUTLOOK

This release includes financial outlook and other forward-looking financial information for the twelve months ending December 31, 2026 (including revenue, Adjusted EBITDA, and leverage ratio), as well as 2025 pro forma and 2026 forecast combined financial information after giving effect to the Acquisition. This financial outlook constitutes “forward-looking information” within the meaning of applicable Canadian securities laws and is presented as of the date of this release to assist readers in understanding Company management’s, and Kaelus’s management’s, current expectations regarding the anticipated impact of the Acquisition and the combined business’s future performance. The financial outlook may not be appropriate for other purposes, and readers are cautioned that actual results may vary materially from the financial outlook.

The financial outlook is based on a number of material factors and assumptions that reflect management’s assessment as of the date hereof, including assumptions that:

• the Acquisition will close in the first quarter of 2026 on the terms currently contemplated;
• the Financing Condition will be satisfied on terms acceptable to the Company;
• all required shareholder, regulatory and stock exchange approvals will be obtained;
• Kaelus’s historical and forecast financial and operating information are accurate in all material respects;
• the Company will be able to integrate Kaelus without material disruption to the combined businesses;
• overall revenue growth is based on currently expected industry demand trends and customer order patterns within each business line;
• there will be no material change in macroeconomic, political or inflationary conditions generally, or in legal or regulatory markets in which the Company and Kaelus operate, that will materially impact the financial performance of the combined business;
• the respective businesses of the Company and Kaelus will not be affected materially by supply chain or other disruptions;
• there will be no material change in current foreign exchange rates, interest rates or accounting standards; and
• Kaelus will be entitled under IFRS 38 to capitalize its development costs.

The financial outlook does not reflect potential operating synergies, cost savings or additional revenue from cross-selling opportunities and assumes capital expenditure levels and working capital investment consistent with management budgets for 2025 and 2026.

The financial outlook includes non-IFRS measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Backlog, EBITDA, Gross Profit Margin and Leverage Ratio. See “Non-IFRS Measures”. These measures do not have standardized meanings under IFRS and may not be comparable to similar measures presented by other companies.

The financial outlook is subject to significant risks and uncertainties that could cause actual results to differ materially, including the risk that the Acquisition and financing for the Acquisition may not be completed on the terms proposed or at all, that our and Kaelus’s businesses may not perform as expected following the Acquisition, that synergies and cross-selling opportunities may not materialize and the risks described under “Forward-Looking Statements” in this release and in the Company’s continuous disclosure documents available under its profile on SEDAR+. Readers are cautioned not to place undue reliance on the financial outlook.  The financial outlook speaks only as of the date of this release. Unless required by applicable law, the Company does not intend, and does not assume any obligation, to update the financial outlook.

1. Adjusted EBITDA is non-IFRS measure. See “Non-IFRS Measures”.
2. Backlog is a non-IFRS measure. See “Non-IFRS Measures”.
3. The 2026 revenue forecast constitute forward-looking information. See “Forward-Looking Statements” and “Financial Outlook”.
4. Leverage ratio is a non-IFRS measure. See “Non-IFRS Measures”.

The post BAYLIN TECHNOLOGIES SIGNS AGREEMENT FOR A TRANSFORMATIONAL ACQUISITION OF SWEDEN’S KAELUS AB, CREATING A GLOBAL WIRELESS TECHNOLOGY LEADER appeared first on Galtronics.

Welcome to a special episode of the Stadium Tech Report podcast. We’re joined by a team of experts from Galtronics, a company with 40-plus years of history in the high quality RF antenna market. And Galtronics is currently in the process of rolling out an entirely new line of hyper directional cellular antennas that will provide lower cost and lower weight options for venue deployments.

With us today are Leighton Carroll, CEO of Galtronics, Whit Martin, Vice President of Sales, and Sadeg Farzaneh, CTO, to give our audience more details about where the company has been and where it sees itself going in the market for large public venue cellular deployments. Only on the Stadium Tech Report podcast!

How hyper-directional antennas are changing the DAS market

While Galtronics has been in the venue RF market for a long time, the recent emergence of hyper-directional antennas has provided stadiums and arenas with a new and possibly more efficient way of covering stadium seating. The ability for more top-down deployments is helping venues solve some of their longstanding coverage issues, Carroll said.

The hyper-directional antennas, Carroll said, “really effectively cover with a ton of frequency, a ton of dedicated radios, and really enhance that fan experience.”

As hyper-directional antennas started making a mark in the stadium space, Carroll said Galtronics saw the opportunity for a model of the antenna that was lighter and easier to deploy.

“We saw the need to bring something really competitive to that [market] in a panel format, meaning it weighs less. And we were able to do it,” Carroll said.

According to Galtronics’ Farzaneh, there are many advantages to a top-down deployment, including easier network planning and deployment.

Instead of having large numbers of smaller antennas, Farzaneh said “now we are replacing all of those with a few antennas mounted on rafters or catwalks. The first advantage is that it’s a lot easier to plan.”

The more centralized location of a smaller number of overhead antennas is also a simpler solution for upgrades, Farzaneh said.

“As technology evolves, let’s say if a new frequency band is coming or you want to add new antennas, it’s a lot easier [to upgrade hyper-directional antennas] than going all around the stadium and recabling,” Farzaneh said.

For more details, listen to or watch the full podcast!

The post Stadium Tech Report Video Podcast: Galtronics CEO Leighton Carroll discusses new stadium hyper-directional antenna focus appeared first on Galtronics.

“Galtronics, a Toronto-based designer and manufacturer of a range of antennas for the wireless industry, clocked 40 per cent growth in its infrastructure business in 2024, a year when wireless equipment capex in North America hit a six-year low.

This year the company set an even higher sales target and over the first three quarters is ahead of the plan, said CEO Leighton Carroll.

During a four-year strategic reset, the antenna maker upgraded its product line-up and moved into rapidly growing high-density indoor and outdoor environments, covering stadiums, arenas, convention centres and concert halls.

When looking at stadium deployments, he acknowledged there was really only one game in town, MatSing. Its lens-based antennas use giant globes, offer full dedicated beam stability and are deployed all over the world in many major stadiums.

“But they are extremely heavy and very expensive. It’s a fantastic product. It works very well but is large. Three people could fit inside the shell.”

Galtronics spotted an opening and developed its first comparative version, a panel-based, multibeam unit with full-beam stability, which weighed only half as much and was substantially lower in price compared with the legacy globe-like gear.

In fact, a major catalyst behind Galtronics’ growth over the past two years has been rising adoption of its multibeam antennas for large-scale events. The company now offers 36 models with more coming.

Proof in Germany

In September, Deutsche Telekom (DT) ran a live network trial using its gear at the Glücksgefühle Music Festival in Germany, with some 250,000 attendees consuming 40TB of data over four days, a traffic record for multibeam technology for an event.

The previous record using multibeam was 30TB, registered at Rogers Centre in Toronto during the Taylor Swift tour in Canada.

The test, the first using dual band, multibeam antennas in Germany, demonstrated the “superior performance in large-scale live events”, with DT covering both 4G and 5G frequencies with “multibeam outperforming the legacy 4G and massive MIMO 5G antennas”, a joint release with the operator declared.

The successful trial with DT and endorsement from a tier-1 European carrier is huge, Carroll said, since the operator is a “gold standard” for networks. He highlighted the trial and feedback “validate all the work that we put into making this technology right. You have to have something that works insanely well at a reasonable price point for that type of delivery.”

The company expects to replicate this success with other carriers across the continent and globe, he added.

The use-case

The CEO shared an example of a US third-party operator (3PO), upgrading an NBA arena, achieving capital savings of $750,000 on the project while also eliminating structural challenges that had arisen from the original plan to deploy much larger and heavier globe antennas.

The operator opted to switch to Galtronics’ multibeam antennas. The product engineer on the project told them after the launch: “You guys made me look like a hero due to excellent performance, enormous cost savings and eliminating structural issues for the arena owner.”

The company is working with many wireless carriers in North America and is also expanding into Europe. “You don’t break into Europe unless you have something that really works and something that is competitive” because there are so many alternatives, he noted.

Customers in Europe include Telecom Italia, and it is working with some of the Vodafone properties.

Carroll said a tower company has got “multibeam fever” and is upgrading a major US stadium using all multibeam, while some unnamed US operators have deployed the technology at a couple of college football venues.

In April, it was awarded a $132,000 contract to install its multibeams at Estadio Azteca stadium in Mexico, the largest in Latin America with a seating capacity of 87,523.

How it works

Its dual-band, multibeam antennas divide a sector into multiple independent directional sectors, or beams. They can cover different frequency ranges in the same antenna supported with additional radio capacity per beam. Using its technology, significantly more people can surf and stream at the same time with stable high-speed data rates, even when thousands of people are posting, chatting or live streaming concurrently.

He insisted its multibeam category has been “a game changer” for the company because customers say the products are amazing and will then ask what else does Galtronics offer. “We’re growing across multiple products categories.”

The company also has a broad small cell portfolio, working with all three tier-one carriers in the US and Canada. It is AT&T’s number one small cell provider, and works with Verizon, T-Mobile, Rogers and others.

Carroll said over the years it has encountered a couple of surprises: wireless carriers will take you to places you didn’t anticipate you’d go, and you’ll also identify opportunities from talking to your customers to develop new technologies.

He gave the example of cell sector saturation.

A cell tower typically has three or four sectors, with each pointing in a specific direction by design. One of those sectors in a high-traffic area can get saturated, meaning the amount of spectrum that’s been deployed can’t keep up with growth in data usage, he explained.

Carriers are starting to look at some sites and instead of just adding more antennas, they are decommissioning legacy products, including massive MIMO deployments, and replacing them with its multibeam units with additional radios to solve the cell sector saturation issue, he explained.

Carroll clarified massive MIMO is “a wonderful technology”, but it’s really a 5G technology and has limitations under significant load.

He added it is finding operators now are switching equipment on cell towers in this cell sector saturation scenario because the amount of dedicated spectrum and radio processing power behind it leads to a much better experience and saves them from having to spend more money on other alternatives. Given multibeam antennas can cover 4G and 5G in single antenna, it provides a simple upgrade path while allowing carriers to better manage their spectrum portfolio in a given location.

Galtronics, owned by Baylin Technologies, was founded in 1978 in Israel and moved its headquarters to Toronto in 2011.”

Video:

The post Mobile World Live: “Galtronics multibeam tech rides growth wave in high-capacity demand” appeared first on Galtronics.

The carrier’s video presentation of the success of the Galtronics multibeam can be seen here:

It is recommended that viewers turn on closed captioning with auto translation to their preferred language if they are not native German speakers.

Galtronics multibeam antenna technology is ideal for use in stadiums, at racetracks, festivals and other large indoor and outdoor events. Technically speaking, conventional antennas cover a large area without further differentiation; however, Galtronics dual band multibeam antennas divide the radio cell into independent directional sectors (“beams”) and into different frequency ranges supported with additional radio capacity per beam. With the Galtronics solution, significantly more people can surf and stream at the same time with stable high speed data rates, even when hundreds of thousands of people are posting, chatting or live streaming at the same time.

Leighton Carroll, Galtronics CEO, stated: “Success like this with a major European carrier that is highly respected for technical capability across the continent positions Galtronics for further opportunities and growth. We expect to replicate this public success with other carriers across the continent and globe. The saying a picture is worth a thousand words seems appropriate, but in this case the video is worth 10,000 words. Our technology really works and customers can see the value it provides.”

About Galtronics

Galtronics, a wholly owned subsidiary of Baylin Technologies Inc (TSX:BYL, OTCQB:BYLTF), 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, please visit www.galtronics.com.

For further information contact:

Investor Relations:


Kelly Myles, Marketing and Communications Director
Baylin Technologies Inc.
[email protected]

The post Galtronics Announces Successful Major European Carrier Trial of Next-Generation Antenna Technology in a 250,000 Attendee Event appeared first on Galtronics.

• Compact and lightweight design: Galtronics multibeam antennas have a smaller form factor and weigh about half as much as comparable globe antennas, facilitating easier installation and reducing structural stress in space-constrained stadium environments. (Section 1)
• Cost-effective solution: These antennas offer comparable performance to traditional globe solutions at a significantly lower total cost of ownership, exemplified by a $700,000 upfront saving in an NBA stadium deployment. (Section 2)
• High beam count and performance: Supporting 2 to 12+ beams across major LTE and 5G frequencies, Galtronics antennas deliver stable, high-quality cellular experiences, demonstrated by substantial data usage during major events like the 2024 Taylor Swift Eras Tour.  (Sections 3,4)
• Aesthetic flexibility and proven reliability: The antennas can be painted or wrapped to blend into venue environments without compromising performance and have been successfully deployed in numerous high-profile sports and entertainment venues worldwide, backed by over 45 years of company experience.  (Sections 5,6) PN: WP-2025-01

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The post Galtronics Multibeam Antennas for for Stadiums and Venues appeared first on Galtronics.

Leighton Carroll, CEO of Baylin Technologies Inc., commented on LinkedIn:

“Very cool seeing Galtronics innovative Multibeam being installed at the  Calgary Stampede by Pillar Telecom!”

“Our Multibeams handle high density with incredible throughput for our customers. They work better than other panel products, and weigh half as much while costing substantially less than legacy globe like antennas.”

The antenna is six feet tall by five feet and less than a foot thick, with an modular design that makes it efficient for installation at events.

The GP7136-08031 is a 4×4 MIMO 3/6 Beam Antenna focused on high-capacity stadium and venue or special event applications. The GP7136-08031 antenna is patented technology that allows for stable azimuth beam directions over the entire operating frequency band.

For more specifications on the GP7136-08031 visit our product page or download the PDF datasheet.

For a quote on your next event venue or stadium application, contact Galtronics’ expert team.

Resources

• GP7136-08031 RET Multibeam Antenna
• PDF datasheet for GP7136-08031
• Other Galtronics Stadium Antennas (Catalog)
• Contact Galtronics for information or a quote
• About Galtronics
• Leighton Caroll Biography

#Galtronics #RETAntenna #MultibeamAntenna #Multibeam #CalgaryStampede #PillarTelecom

The post Galtronics’ Remote Electrical Tilt Multibeam Antennas Installed at Calgary Stampede appeared first on Galtronics.

Leighton Carroll, CEO of Baylin Technologies, Speaks with Fierce Wireless, the Five Nine Podcast, About Galtronics Multibeam Antennas High-Performance Solutions to Density

In this episode of The Five Nine podcast, Alejandro Pinero interviews Leighton Carroll, CEO of Baylin Technologies. They discuss the challenges of providing reliable cellular connectivity in large venues and events, such as stadiums and concerts. Carroll explains that the main issue is density, as the increasing data utilization of cell phones can overwhelm conventional systems.

Listen to podcast

Leighton Carroll, CEO Baylin, discusses Galtronics Multibeam Antennas with Mobile World Live

Play Video

The post CEO Leighton Carroll appeared first on Galtronics.

David Pringle:
Hello and welcome to MWC 25. I’m here at Mobile World Live and joining me on the Hub we have Leighton Carroll, he’s the CEO of Galtronics. Leighton, thank you for joining us.

Leighton Carroll:
Happy to be here.

David Pringle:
So let’s talk a little bit about last year. First, it was quite a challenging year for wireless infrastructure in general. Talk us through that.

Leighton Carroll:
So, you know, it’s interesting. North America was probably worse than other parts of the world in some respects. 2024, based on most of the data I’ve seen, was literally the lowest infrastructure, capital spending in the last 10, right? I’m actually very proud of what Galtronics and our infrastructure team has done. We grew 40% last year.

David Pringle:
Wow.

Leighton Carroll:
I’m very excited about what we built, and, when you’re in a challenging capital environment where customers are being hyper selective in where they choose to spend their money, seeing some of the new technology that we’ve developed over the last several years take off and deliver real value for wireless carriers and infrastructure owners.

It’s a neat place to be.

David Pringle:
Good. So turning to this year, 2025 feels like things are stabilizing and getting a little bit better. Is that right?

Leighton Carroll:
So,based on what we’ve seen, 25 should be better than 24.

It’s not gonna be Covid years. It’s not gonna be remarkably better, but there’s solid stabilization. People continue to use their phones. New use cases unlock additional needs for wireless spectrum or uses of wireless spectrum, which means carriers continually need to invest in their network.

We’re seeing that start to play out.

And then in dense traffic situations, whether that’s in stadiums or now to the point, certain cell sectors, carriers need to add spectral efficiency, need to add capacity. And that’s a sweet spot for us.

When we take market share in a down year, we feel pretty good about 25 and where we’re going for the next few years.

David Pringle:
Okay. Let’s talk technology for a moment.

6G. I know the industry’s still halfway through 5G. They haven’t got all the stand alone networks out there, but what’s the prospects for 6G?

Leighton Carroll:
It’s, you know, it’s funny. We do this every 10 years, right? And it’s literally clockwork. 6G, there’s still a lot of unknowns, But what is starting to be become apparent is new spectrum, new technologies, introduction of AI, better spectral efficiency, network slicing, network grooming software more into the network.

And Galtronics, we’re on the antenna side. And as great as all of these new things coming is you still have to have RF spectrum, broadcast in an efficient way. And that’s our forte. So whether it’s FR3, which is 7 to 14 gigahertz, a lot of discussion about sub-600 spectrum starting to get used as a coverage layer.

Not just massive Mimo — but excessively massive Mimo — it’s probably not the right term, but really interesting, large arrays coming.

All of these are places that Galtronics will play over the next five years as we get to six G and begin to see its commercial deployment.

David Pringle:
And, and finally Leighton, so that’s where the innovation target is for you, for Galtronics, around that?

Leighton Carroll:
Well, it’s gonna be in many respects, Galtronics innovates to where our customers need us, is maybe a way to say it.

Part of the reason we’ve had this incredible growth is we’re very selective on use cases for wireless carriers, 3POs and infrastructure owners. And what we’ve seen is particularly in dense traffic environments, as there needs to be additional spectrum layers put into dense urban areas.

Our multi-beam products, believe it or not, small cells are doing very well. We have a great in-building wireless portfolio. And then obviously we’re gonna continue to invest in technology as 6G begins to unfold. Arrays, multibeams, dense traffic. We feel comfortable with our strategy. And we feel very happy with the growth we’ve already attained and look forward to more.

David Pringle:
Good stuff. So there’s a lot to come. Leighton, thank you very much for your time.
Thank you for your insights and enjoy the rest of the show.

Leighton Carroll:
Thank you. Thank you for having me.

The post Leighton Carroll of Galtronics Talks Growth and New Technologies at MWC25 appeared first on Galtronics.

Video:

Leighton details his career journey, focusing on his time at AT&T, where he managed complex integrations and acquisitions. He emphasizes the importance of clear frameworks, structured communication, and transparency to align teams and mitigate challenges during transitions. His empathetic approach, which includes treating employees with professionalism and respect, helps retain talent and build trust in uncertain times. Leighton shares the key ingredients of an exceptional company culture, focusing on collaboration, respect, and accountability. He believes in empowering team members to learn and grow by framing challenges and fostering a transparent environment where problems are openly addressed. His leadership philosophy prioritizes team development and creating an atmosphere where people take pride in their work.

On work ethic, Leighton attributes his drive to his upbringing and a commitment to continuous improvement. He shares his dynamic weekly routines, which range from customer visits to strategic planning, and stresses the importance of maintaining physical and mental well-being to sustain high performance. Leighton also highlights the value of networking and giving back, which he sees as essential to leadership and business success.

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