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Scion Capital LLC Seeks Clarification from Metrocall Holdings, Inc. on Recent Press Release.


CUPERTINO, Calif. -- Scion sci·on  
n.
1. A descendant or heir.

2. also ci·on A detached shoot or twig containing buds from a woody plant, used in grafting.
 Capital, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 today announced that it has called upon the management of Metrocall Holdings, Inc. (Nasdaq:MTOH) to clarify recent potentially confusing press releases by Metrocall relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the proposed merger of Metrocall and Arch Wireless, Inc. (Nasdaq:AWIN AWIN Aviation Week Intelligence Network (magazine website) ).

Scion is one of Metrocall's largest stockholders and has voted its 484,363 shares of Metrocall common stock against the proposed Metrocall-Arch Wireless merger. Scion believes that inadequate value has been ascribed to Metrocall as a partner in this merger.

Scion also has taken steps to perfect its 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.
 on these shares, which amount to greater than 8% of Metrocall's full-diluted shares. Under the Agreement and Plan of Merger dated March 29, 2004 and as amended as of October 5, 2004, exercise of these appraisal rights constitutes a failure of one of the conditions to the merger. As a result, both Metrocall and Arch Wireless must waive this condition in order for the merger to continue, even if shareholders of both companies approve the merger. Either company may terminate the proposed merger by simply not waiving this condition.

According to according to
prep.
1. As stated or indicated by; on the authority of: according to historians.

2. In keeping with: according to instructions.

3.
 Metrocall's press release of November 4, Arch stated that if the merger were turned down by Metrocall shareholders, Arch would seek in any renegotiation to reduce the consideration payable to Metrocall shareholders. Dr. Michael J. Burry burry

said of wool when it contains plant burrs, the adherent seed pods, usually of Medicago polymorpha.
, Scion's CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , views such a statement as potentially misleading. Because of the failure of the appraisal condition, if Arch feels Metrocall is worth less than the current offer, or if Arch believes it can get a better deal, then Arch can terminate the merger and/or seek to renegotiate the merger regardless of how Metrocall shareholders vote.

Scion called upon Metrocall to clarify whether Arch has already waived the appraisal condition and why, as suggested by Metrocall's press release, Arch would seek to renegotiate the merger if Metrocall shareholders turn down the current proposal when Arch already has that right regardless of how Metrocall stockholders vote. Scion also called upon Metrocall to clarify why Arch may believe Metrocall stockholders would approve a new, lower merger proposal after turning down the current proposal.

Scion also called upon Metrocall to release full and complete voting results rather than just the limited votes of record holders that were contained in Metrocall's press release of November 4.

Scion stated that, absent clarification on these issues, the Metrocall press release appears to be a threat that is little more than a scare tactic and not credible.

Scion also stated that it remains troubled that Metrocall management continues to champion an inadequate deal in the face of the publicly stated opposition of its two largest stockholders and the recommendation of Institutional Shareholder Services that Metrocall shareholders vote against this merger.
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Publication:Business Wire
Geographic Code:1USA
Date:Nov 5, 2004
Words:453
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