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DIAL PAGE, TRANSIT COMMUNICATIONS AND ADVANCED MOBILECOMM OF NORTH CAROLINA ENTER INTO DEFINITIVE AGREEMENT TO MERGE COMPANIES

 GREENVILLE, S.C., Sept. 2 /PRNewswire/ -- Dial Page, Inc. (NASDAQ-NMS: DPGE), Transit Communications Corporation, and Advanced MobileComm of North Carolina, Inc., jointly announced today that they have entered into a definitive agreement to merge their companies. The combined entity, Dial Page, Inc., will be the third largest operator of Specialized Mobile Radio in the United States with dominant channel positions in markets encompassing over 30 million in population.
 After the mergers, Dial Page, Inc. ("Dial Page") will serve over 260,000 wireless customers in the southeastern United States. It will be the major Specialized Mobile Radio ("SMR") operator in its service area, owning or managing over 4,000 channels. The company intends to build and operate a multi-state enhanced SMR network in the Southeast including the following key markets: Birmingham, Ala.; Jacksonville and Orlando, Fla.; Atlanta, Ga.; Charlotte, Raleigh, and Greensboro, N.C.; Greenville, Charleston and Columbia, S.C.; and Memphis and Nashville, Tenn.
 The mergers are intended to qualify as tax-free reorganizations. The stockholders of Transit, a privately-owned company, will receive between 9,440,000 and 9,550,000 unregistered shares of Dial Page common stock plus warrants to purchase an additional 200,000 shares. Current owners of Transit will own approximately 43 percent of Dial Page common stock on a fully diluted basis. The stockholder of AMI, a subsidiary of Fidelity Capital, will receive 1,400,000 unregistered shares of Dial Page common stock, or approximately 6 percent of fully diluted shares outstanding.
 Major stockholders of each party will enter into a standstill agreement and a voting agreement providing each party with proportional representation on the Dial Page Board of Directors. Certain Dial Page stockholders and stockholders of Transit and AMI will receive certain registration rights.
 The parties have formed a company to apply to the Federal Communications Commission ("FCC") to combine their SMR license applications in the Southeast. Even if the mergers are not completed, the joint venture will manage the SMR business of the parties.
 The mergers are conditioned upon approvals by the FCC and other regulatory authorities, stockholder approval by each of the parties, and various other conditions, including due diligence. There can be no assurance that all necessary approvals will be obtained or other necessary conditions will be satisfied. Certain stockholders of Dial Page holding 50.6 percent of Dial Page's outstanding voting common stock have indicated their intention to vote in favor of the mergers. The majority stockholder of Transit, and the sole stockholder of AMI, have also indicated their intention to vote in favor of the mergers.
 Dial Page provides paging and messaging services in nine southeastern states. As of June 30, 1993, the company had over 233,000 pagers in service.
 -0- 9/2/93
 /CONTACT: Thomas A. Grina, Chief Financial Officer, or Louise Major, Investor Relations Coordinator, both of Dial Page, Inc., 803-242-0234/


CO: Dial Page, Inc.; Transit Communications; Advanced MobileComm of
 North Carolina ST: South Carolina IN: TLS SU: TNM


SB-DF -- CH012 -- 8619 09/02/93 17:44 EDT
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Publication:PR Newswire
Date:Sep 2, 1993
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