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MERCOM'S BOARD APPROVES TERMINATION OF 'POISON PILL'

 MERCOM'S BOARD APPROVES TERMINATION OF 'POISON PILL'
 WILKES BARRE, Pa., Dec. 27 /PRNewswire/ -- Mercom, Inc.'s


(NASDAQ: MEROC) board of directors today approved the recommendation of its Affiliated Transaction Review Committee to amend the Rights Agreement dated May, 17, 1990, between Mercom and NBD Bank, N.A., ("Poison Pill") to accelerate the termination date of the "Pill" to Dec. 31, 1991.
 The Affiliated Transaction Review Committee recommended that the agreement be amended as set forth above on the basis of the following consideration: Changed circumstances due to the recent proxy contest between C-TEC Corporation (NASDAQ: CTEX) and Mercom, Inc., during which Mercom's shareholders effectively voted for elimination of the "Pill" in the Dec. 6 proxy solicitation; protections are offered under the existing Michigan Business Corporation Act against potential takeover proposals; as well as the fact that the "Pill" can be reinstated at any time as needed, if so decided by the board of directors.
 The board of directors also approved the committee's recommendation to reimburse C-TEC Corporation, in the form of a promissory note, for expenses associated with C-TEC's solicitation of proxies and related activities in connection with the Dec. 6 special shareholders' meeting.
 -0- 12/27/91
 /CONTACT: Patricia Amendola of C-TEC, 717-825-1135/
 (MEROC CTEX) CO: Mercom, Inc.; NBD Bank, N.A.; C-TEC Corporation ST: Michigan, Pennsylvania IN: SU:


JS-KA -- PH016 -- 5535 12/27/91 16:27 EST
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Date:Dec 27, 1991
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