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Metrocall Holdings, Inc. Announces Receipt of Notices from Stockholders Purporting to Exercise Appraisal Rights.


ALEXANDRIA, Va. -- Metrocall Holdings, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:MTOH) today announced that Metrocall stockholders claiming to hold in the aggregate approximately 8.7% of the fully-diluted common stock of Metrocall have delivered to Metrocall written notice of their intent to exercise their right under Delaware law to seek appraisal of their shares of Metrocall common stock in connection with the proposed merger of Metrocall and Arch Wireless, Inc. The exercise by holders of more than 8% of the fully-diluted common stock of Metrocall of their appraisal rights Appraisal rights

A right of shareholders in a merger to demand the payment of a fair price for their shares, as determined independently.
, if valid and not withdrawn, would constitute a failure of one of the conditions to the merger. Under the merger agreement, Metrocall and Arch may jointly waive this condition with the approval of their respective boards of directors. Neither the Metrocall nor the Arch board has made any determination at this time as to whether or not to waive this condition. The financing commitment for the cash election portion of the merger consideration payable to Metrocall stockholders is also conditioned on the 8% threshold not being met and would require a waiver for the financing to be available. Subject to discussion with its board and the Arch board on this issue, Metrocall intends to proceed with the special stockholder meeting scheduled for November 8, 2004 to consider the merger.

If Metrocall and Arch waive this condition and the merger is completed, any Metrocall stockholder who validly exercises appraisal rights will not be entitled to participate in the $150 million cash election to be paid to Metrocall stockholders in the merger with respect to the shares for which they validly exercised their right to seek appraisal, unless such exercise is withdrawn prior to 5:00 p.m. EST on November 5, 2004, the deadline for Metrocall stockholders to make cash elections. Instead, any such stockholder who exercises appraisal rights and complies with the requirements of Delaware law would receive the appraised value An appraised value (USA) or mortgage valuation (Australia) pertains to the assessed value of real property in the opinion of a qualified appraiser or valuer. It is usually used as a pre-qualification & risk-based pricing factor related to the issuance of mortgage loans by a  of their shares as determined by the Delaware Court of Chancery court of chancery
n. pl. courts of chancery
A court with jurisdiction in equity.

Noun 1. court of chancery - a court with jurisdiction in equity
chancery
 following a hearing on a petition filed by such stockholder. In the event that any such stockholder does not do so, such stockholder would receive the common stock of USA Mobility USA Mobility is a holding company as a result of the merger between paging leaders Metrocall Wireless and Arch Wireless (who also merged with PageNet). USAMobility is now the nation's largest paging company for the one-way and two-way market.

USA Mobility, Inc.
, the parent company of Metrocall and Arch following consummation of the merger, as provided in the merger agreement, but would have waived its right to participate in the $150 million cash election.

About Metrocall Holdings

Metrocall Holdings, Inc., headquartered in Alexandria, Virginia Alexandria is an independent city in the Commonwealth of Virginia. As of the 2000 census, the city had a total population of 128,284. Located along the Western bank of the Potomac River, Alexandria is approximately 6 miles (9.6 kilometers) south of downtown Washington, DC. , is a leading provider of paging products and other wireless services to the business, government and healthcare communities. In addition to its reliable, nationwide one-way networks, Metrocall's two-way network has the largest high-powered terrestrial ReFLEX footprint in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  with roaming partners in Canada, Mexico and the Caribbean. Metrocall Wireless is the preferred ReFLEX wireless data network provider for many of the largest telecommunication companies in the United States that source network services and resell under their own brand names. In addition to traditional numeric, one-way text and two-way paging, Metrocall also offers wireless e-mail solutions, as well as mobile voice and data services through AT&T Wireless and Nextel. Also, Metrocall offers Integrated Resource Management Systems with wireless connectivity solutions for medical, business, government and other campus environments. Metrocall focuses on the business-to-business marketplace and supports organizations of all sizes. For more information on Metrocall please visit our Web site and online store at www.metrocall.com or call 800-800-2337.

Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 Statement Under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  

This press release includes "forward-looking statements," within the meaning of the federal securities laws, that involve uncertainties and risks. These include statements regarding events or developments that Metrocall Holdings expects or anticipates will occur in the future. A number of risks and uncertainties could cause actual results, events, and developments to differ from expectations. Please refer to Metrocall's most recent annual report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
, and any subsequently filed reports on Form 10-Q Form 10-Q

See 10-Q.
 and Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
, as well as its other filings with the Securities and Exchange Commission, for a complete discussion of these and other important factors that could cause actual results to differ materially from those projected by these forward-looking statements.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Oct 29, 2004
Words:685
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