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DIAL PAGE TO EXPAND ITS SOUTHEAST DIGITAL MOBILE NETWORK TO ACQUIRE MOTOROLA SMR SYSTEMS FOR STOCK

 GREENVILLE, S.C., Oct. 22 /PRNewswire/ -- Dial Page, Inc. (NASDAQ: DPGE) today announced that it has signed an Agreement in Principle with Motorola, Inc. (NYSE: MOT), to exchange Dial Page common stock and warrants for Motorola's 800 MHz specialized mobile radio (SMR) systems, licenses and customers in the southeast United States and $30 million in cash.
 "We are delighted to have Motorola as a significant investor and technology partner in our Company," said Jeff Hultman, Chief Executive Officer of Dial Page. "This agreement will significantly increase our SMR channel position in the southeast United States. When this exchange is completed, we will have expanded our SMR frequency position into Louisiana, Kentucky, the western portion of Virginia, West Virginia, Arkansas and southern Florida. This will bring our SMR coverage from an area encompassing about 35 million in population to approximately 47 million. As part of this agreement, Dial Page will be using Motorola MIRS technology to construct our digital mobile network throughout the region."
 Dial Page will receive Motorola's 800 MHz SMR systems, licenses and customers in Alabama, Arkansas, Florida, Georgia, Louisiana, Kentucky, Mississippi, North Carolina, South Carolina, Tennessee, the western portion of Virginia, and West Virginia and $30 million cash. These frequencies represent over 2,000 additional channels, bringing Dial Page's total SMR channel position to over 6,400 channels. This will increase Dial Page's SMR customer base to over 120,000 subscribers.
 In exchange, Motorola will receive 11.74 million shares of Dial Page common stock. This represents approximately 34.5 percent of the fully diluted shares to be outstanding following the completion of its previously announced mergers. In addition, Motorola will receive warrants allowing it to purchase 1 million shares of Dial Page at an exercise price of $60 during the first year after the closing, $70 during the second year, $80 during the third year, and $100 during the fourth and fifth years. The agreement is intended to be structured as a tax-free transaction.
 "We believe that MIRS digital mobile network technology incorporating wireless telephone, two-way voice, paging and data communications is the next important step in personal communications technology," said Morton L. Topfer, President and General Manager of Motorola's Land Mobile Products Sector. "We are happy to be associated with Dial Page, a marketing and technology leader in this new generation of wireless communications."
 Under the terms of the proposed agreement, Motorola would be entitled to one representative on the Dial Page Board of Directors. The transaction is subject to the signing of a definitive agreement, due diligence, approval by the boards of both companies, Dial Page shareholder approval, and regulatory and other third-party approvals.
 Motorola is one of the world's leading providers of electronic equipment systems, components and services for worldwide markets.
 Dial Page, Inc. provides SMR, paging and messaging services to over 250,000 subscribers throughout the Southeast United States.
 -0- 10/22/93
 /CONTACT: Thomas A. Grina, chief financial officer, or Louise T. Major, investor relations, 803-242-0234, both of Dial Page/
 (DPGE MOT)


CO: Dial Page, Inc.; Motorola, Inc. ST: South Carolina IN: TLS SU: TNM

CM -- CH004 -- 5803 10/22/93 14:23 EDT
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Publication:PR Newswire
Date:Oct 22, 1993
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