Proshares Ultrashort Telecommunications (AMEX:TLL)
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Teletouch Communications, Inc. (AMEX:TLL) announced
today that the Company's Board of Directors, having completed its
review of the presentation given by the independent valuation advisory
firm, Howard Frazier Barker Elliot, Inc. ("HFBE") as to the fairness
of the sale of TLL's paging assets and operations to the Company's
shareholders from a financial point of view, and has provided its
consent and approval to proceed with the transaction.
As reported on August 24, the Company entered into an Asset
Purchase Agreement ("APA") with a private Fort Worth, Texas,
investment limited partnership (the "Buyer"), to sell all of TLL's
paging business assets and operations. The agreed purchase price is
$5.2 million. The closing of the transaction is now subject to final
approval by TLL's shareholders and federal regulators, as well as
customary closing conditions, and is expected to close on or about
September 30, 2005.
Also as previously reported, the Company evaluated TLL's future
business direction and assessed the value of its paging business.
Based in part upon that analysis, the Company determined that it was
in the shareholders' best interests to divest TLL's paging business in
its entirety through an asset sale transaction.
A special committee of the Company's independent Board of
Directors hired HFBE to provide assistance and guidance to the Board
for the purposes of completing an independent evaluation of the sale
of the paging business and render an opinion as to the transaction's
fairness to the Company's shareholders from a financial point of view.
The Board's approval to close this transaction was subject to the
final results of the independent Fairness Opinion, such results and
presentation provided to the Board by HFBE on August 26, 2005.
Hyde stated, "We are pleased that the Board has provided its
consent and approval to continue with the transaction. As we reported
previously, divesting the paging business will remove a large portion
of the uncertainty about Teletouch's future operation and provide
greater visibility to the success of our new business efforts. We will
continue these efforts with the increased financial ability to expand
our sales channels, complete proprietary product development and seek
acquisitions that will increase shareholder value."
About Howard Frazier Barker Elliot, Inc.
Founded in 1991, HFBE is an investment banking, business valuation
and financial advisory firm providing a range of financial services to
both public and private businesses in a wide range of industries. In
addition to fairness opinions and valuations, HFBE also provides
merger and acquisition advisory services, real estate financing,
private placements of debt and equity, senior debt financing,
litigation support and general financial advisory services. HFBE has
27 professionals with offices in Houston and Dallas.
About Teletouch
Teletouch Communications, Inc., a proven U.S. leader in wireless
messaging and related network management, provides a complete suite of
mobile asset tracking solutions using sophisticated, yet
cost-effective GPS-based hardware and software products for fleets,
hazardous materials and "worker-down" emergency notification
applications. In addition to its telemetry business, Teletouch offers
two-way radio communications, cellular and wireless messaging services
throughout the United States. Teletouch's common stock is traded on
the American Stock Exchange under stock symbol: TLL. Additional
product, business and financial information for Teletouch is available
at www.Teletouch.com.
This release contains certain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Exchange Act, as amended, that are based on
management's exercise of business judgment as well as assumptions made
by and information currently available to management. When used in
this document, the words "may," "will," "anticipate," "believe,"
"estimate," "expect," "intend," and words of similar import, are
intended to identify any forward-looking statements. You should not
place undue reliance on these forward-looking statements. Negotiations
with respect to the transaction that are the subject of this release
are ongoing and may result in significant modifications to the
transaction. There can be no assurance that the transaction that is
the focus of this release will be concluded, or if concluded that it
will be concluded on terms currently contemplated. These statements
reflect our current view of future events and are subject to certain
risks and uncertainties as noted in our securities and other
regulatory filings. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, our
actual results could differ materially from those anticipated in these
forward-looking statements. We undertake no obligation and do not
intend to update, revise or otherwise publicly release any revisions
to these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of any
unanticipated events. Although we believe that our expectations are
based on reasonable assumptions, we can give no assurance that our
expectations will materialize. Many factors could cause actual results
to differ materially from our forward-looking statements.