Arch Wireless Provides Update on U.S. Department of Justice Review of Proposed Merger with Metrocall
05 Novembre 2004 - 11:39PM
PR Newswire (US)
Arch Wireless Provides Update on U.S. Department of Justice Review
of Proposed Merger with Metrocall Arch Appoints Interim Management
Pending Merger; Arch Also Appoints Replacement Director for USA
Mobility Board Subject to Merger Completion WESTBOROUGH, Mass.,
Nov. 5 /PRNewswire-FirstCall/ -- Arch Wireless, Inc.
(NASDAQ:AWIN)(BSE:AWL), a leading wireless messaging and mobile
information company, today announced that the U.S. Department of
Justice investigative staff has recommended that the Department not
challenge Arch's proposed merger with Metrocall Holdings, Inc. and
that the Department has closed its investigation of the
transaction. This action clears the way for the merger to be
completed once all other approvals are obtained. Metrocall and Arch
previously announced a merger agreement that would result in a
combination of the two businesses into a holding company to be
called USA Mobility, Inc. In addition to DOJ approval, the proposed
merger is also subject to the review and consent of the Federal
Communications Commission and shareholder approval of both
companies. Arch and Metrocall have scheduled special meetings of
stockholders of each company for 10:00 a.m. on Monday, November 8,
2004 to vote on their proposed merger. The record date for both
meetings is October 7, 2004. The special meeting of Metrocall
stockholders will be held at Sheraton Suites, 801 North Saint Asaph
Street, Alexandria, Virginia. The special meeting of Arch
stockholders will be held at the offices of Wilmer Cutler Pickering
Hale and Dorr, LLP, 60 State Street, Boston, Massachusetts. As
previously disclosed, including in the joint proxy
statement/prospectus described below, the management team of USA
Mobility after the merger will not include the three most senior
Arch executives: C. Edward Baker, Jr., chief executive officer;
Lyndon Daniels, chief operating officer; and J. Roy Pottle, chief
financial officer. In connection with the transition to the new
management team, the employment of Messrs. Baker, Daniels and
Pottle with Arch has been terminated, effective today, and Arch has
appointed William E. Redmond, Jr. as an interim president pending
completion of the merger. Mr. Redmond is a director of Arch
Wireless. In addition, Arch has designated Samme L. Thompson to be
a member of the USA Mobility board of directors, subject to
completion of the merger. Mr. Thompson replaces Richard A. Rubin,
who has decided not to serve on the USA Mobility Board. Both
Messrs. Thompson and Rubin are directors of Arch Wireless. USA
Mobility filed with the Securities and Exchange Commission an
amended registration statement on Form S-4, which includes a form
of joint proxy statement/prospectus of Arch and Metrocall and other
relevant documents in connection with the proposed transaction.
Investors of Arch and Metrocall are urged to read the definitive
joint proxy statement/prospectus and other relevant materials
because they contain important information about USA Mobility, Arch
and Metrocall and the proposed transaction. The definitive joint
proxy statement/prospectus was sent to stockholders of record of
Arch and Metrocall seeking their approval of the proposed
transaction. Investors may obtain a free copy of these materials
and other documents filed by USA Mobility, Arch and Metrocall with
the Securities and Exchange Commission at the SEC's website at
http://www.sec.gov/. A free copy of the definitive joint proxy
statement/prospectus also may be obtained from Arch Wireless, Inc.,
1800 West Park Drive, Suite 250, Westborough, MA 01581, Attention:
Jerry Cimmino (tel.: 508-870-6700), or Metrocall Holdings, Inc.,
6677 Richmond Highway, Alexandria, Virginia 22306, Attention:
Shirley White (tel.: 703-660-6677). Investors also may access free
copies of the documents filed with the SEC by Arch on Arch's
website at http://www.arch.com/ or upon written request to Arch at
its address listed above, and investors may access free copies of
the documents filed with the SEC by Metrocall on Metrocall's
website at http://www.metrocall.com/ or upon written request to
Metrocall at its address indicated above. Arch and Metrocall and
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from Arch
stockholders. The directors and executive officers of Arch include:
William E. Redmond, Jr., Richard A. Rubin, Samme L. Thompson, James
V. Continenza, Eric Gold, Carroll D. McHenry, Matthew Oristano and
C. Edward Baker, Jr. The directors and executive officers of
Metrocall include: Vincent D. Kelly, Royce Yudkoff, Eugene I.
Davis, Nicholas A. Gallopo, David J. Leonard, Brian O'Reilly,
Steven D. Scheiwe, George Z. Moratis and Stan Sech. Stockholders
may obtain additional information regarding the interests of such
participants by reading the preliminary joint proxy
statement/prospectus and the definitive joint proxy
statement/prospectus. Arch Wireless, Inc., headquartered in
Westborough, Mass., is a leading wireless messaging and mobile
information company with operations throughout the United States.
It offers a full range of wireless messaging and wireless e-mail
services, including mobile data solutions for the enterprise, to
business and retail customers nationwide. Arch provides services to
customers in all 50 states, the District of Columbia, Puerto Rico,
Canada, Mexico and in the Caribbean principally through a
nationwide direct sales force, as well as through indirect
resellers, retailers and other strategic partners. Additional
information on Arch is available on the Internet at
http://www.arch.com/. 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 Arch's expectations for future operating and financial
performance and completion of its pending merger with Metrocall,
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 Arch'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 its paging products and services,
Arch's ability to continue to reduce operating expenses, possible
delays in or failure to obtain shareholder or regulatory approvals
of the merger with Metrocall, Arch'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, as well as other risks described
from time to time in Arch's periodic reports and registration
statements filed with the Securities and Exchange Commission.
Although Arch believes the expectations reflected in the
forward-looking statements are based on reasonable assumptions, it
can give no assurance that its expectations will be attained. Arch
disclaims any intent or obligation to update any forward- looking
statements. Contact: Bob Lougee (508) 435-6117 DATASOURCE: Arch
Wireless, Inc. CONTACT: Bob Lougee of Arch Wireless +1-508-435-6117
Web site: http://www.arch.com/ http://www.metrocall.com/
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