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Metrocall/Arch Merger Completed
USA Mobility Creates National Leader in Cost-Effective Paging Solutions
ALEXANDRIA, Va., Nov. 16 /PRNewswire-FirstCall/ -- USA Mobility, Inc.
announced today the completion of the merger of Metrocall Holdings, Inc.
(NASDAQ:MTOH) and Arch Wireless, Inc. (NASDAQ:AWIN). USA Mobility combines the
two leading independent paging and wireless messaging companies in the United
States.
Vincent D. Kelly, USA Mobility President and CEO, commented: "USA Mobility is
now the largest national paging company and the undisputed leader in wireless
messaging. We have extensive network infrastructure, sales and distribution
channels and customer support capabilities. Our facilities-based messaging
platform continues to represent one of the most compelling cost/benefit and
reliable wireless communications offerings available today. Through our
strategic relationships we offer mobile phones, data applications, including
Blackberry, Wi-Fi, in-building systems, and location-based services for
customers who require more advanced solutions. We recognize that over the
course of 2004 the paging industry has continued to shrink due to considerable
competitive pressure from new cellular and PCS technologies. This
consolidation in the face of that pressure brings together the best of both
companies' management, systems and practices and allows us to take advantage of
significant financial and operational synergies that would not otherwise have
been available to Arch and Metrocall on a stand-alone basis. We will operate
the combined company with the same cash flow oriented objectives that we each
embraced on a stand-alone basis, while continuing to provide our customers with
premiere paging and wireless messaging products and services and first-class
customer service."
In the merger, Metrocall shareholders who properly elected to receive cash for
their shares of Metrocall common stock will receive $75.00 in cash per
Metrocall share for a total of 2 million Metrocall shares of common stock. As
a result of more than 2 million shares being tendered by Metrocall shareholders
for cash election, Metrocall shareholders who participated in the cash election
will receive cash for approximately 42.38% of the shares of Metrocall common
stock tendered. Each remaining share of Metrocall common stock, other than
shares for which proper notice was delivered to Metrocall, and not withdrawn,
seeking appraisal under Delaware law, has been converted into 1.876 shares of
USA Mobility common stock. Each share of Arch common stock has been converted
into one share of USA Mobility common stock. Information regarding exchange of
share certificates will be sent to former Metrocall and Arch shareholders as
soon as practicable. On November 17, 2004, the common stock of USA Mobility
will begin trading on the NASDAQ National Market under the symbol "USMO," and
the common stocks of Metrocall ("MTOH") and Arch ("AWIN") will cease trading on
the NASDAQ National Market.
To fund, in part, the $150 million in cash consideration payable to Metrocall
stockholders in the merger, Metrocall, Inc. and Arch Wireless Operating, Inc.,
two subsidiaries of USA Mobility, borrowed $140 million under a senior secured
credit facility from a syndicate of lenders led by UBS Loan Finance LLC and UBS
Securities LLC. USA Mobility and substantially all of its subsidiaries have
guaranteed the facility on a joint and several basis. Available cash on hand at
Metrocall and Arch was used to pay the balance of the cash consideration to
Metrocall stockholders as well as fees, costs and expenses associated with the
transaction and will be used for working capital purposes of the combined
company.
About USA Mobility
USA Mobility, Inc. is the new holding company formed as the result of the
merger of Metrocall Holdings, Inc. and Arch Wireless, Inc. which closed on
November 16, 2004.
USA Mobility, Inc. headquartered in Alexandria, Virginia is a leading provider
of paging products and other wireless services to the business, government and
healthcare sectors. USA Mobility offers traditional numeric, one-way text and
two-way paging. In addition, the company offers mobile voice and data services
through Nextel and AT&T Wireless/Cingular as well as wireless e-mail solutions.
The company's product offerings include Integrated Resource Management Systems
with wireless connectivity solutions for medical, business, government and
other campus environments. USA Mobility focuses on the business-to-business
marketplace and supplies wireless mobile connectivity solutions to businesses
and organizations of all sizes. In addition to its reliable, nationwide
one-way networks, USA Mobility's two-way networks have the largest high-powered
terrestrial ReFLEX footprint in the United States with roaming partners in
Canada, Mexico and the Caribbean. USA Mobility provides the preferred ReFLEX
wireless data network for many of the largest telecommunication companies in
the United States that source network services and resell under their own brand
names. For further information visit http://www.metrocall.com/ and/or
http://www.arch.com/.
Safe Harbor Statement under the Private Securities Litigation Reform Act:
Statements contained herein or in prior press releases which are not historical
fact, such as statements regarding USA Mobility's projected revenues, cash
flows and operating results following completion of the merger of Metrocall and
Arch, are forward-looking statements for purposes of the safe harbor provisions
under the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve risks and uncertainties that may cause USA
Mobility's actual results to be materially different from the future results
expressed or implied by such forward-looking statements. Factors that could
cause actual results to differ materially from those expectations include, but
are not limited to, declining demand for their paging products and services,
USA Mobility's ability to continue to reduce operating expenses, USA Mobility's
future capital needs, competitive pricing pressures, competition from both
traditional paging services and other wireless communications services,
government regulation, reliance upon third-party providers for certain
equipment and services, the timely and efficient integration of the operations
and facilities of Metrocall and Arch as well as other risks described from time
to time in USA Mobility's, Arch's and Metrocall's periodic reports and
registration statements filed with the Securities and Exchange Commission.
Although USA Mobility believes the expectations reflected in the
forward-looking statements are based on reasonable assumptions, they can give
no assurance that their expectations will be attained. USA Mobility disclaims
any intent or obligation to update any forward-looking statements.
USA Mobility Contact:
Bob Lougee
(508) 435-6117
DATASOURCE: USA Mobility, Inc.
CONTACT: Bob Lougee for USA Mobility, Inc., +1-508-435-6117
Web site: http://www.arch.com/
http://www.metrocall.com/