Merger
of Arch Wireless & Metrocall Wireless Completed
USA
MOBILITY PRESS RELEASES USA Mobility, Inc. (ticker: USMO, exchange:
Nasdaq Small Cap Market) News Release 16-Nov-2004 Metrocall/Arch Merger
Completed USA Mobility Creates National Leader in Cost-Effective Paging
Solutions Alexandria, VA, Tuesday, November 16, 2004 — USA Mobility,
Inc. announced today the completion of the merger of Metrocall Holdings,
Inc. (NASDAQ: MTOH) and Arch Wireless, Inc. (NASDAQ: AWIN). USA Mobility
combines the two leading independent paging and wireless messaging companies
in the United States. Vincent D. Kelly, USA Mobility President and CEO,
commented: “USA Mobility is now the largest national paging company
and the undisputed leader in wireless messaging. We have extensive network
infrastructure, sales and distribution channels and customer support
capabilities. Our facilities-based messaging platform continues to represent
one of the most compelling cost/benefit and reliable wireless communications
offerings available today. Through our strategic relationships we offer
mobile phones, data applications, including Blackberry, Wi-Fi, in-building
systems, and location-based services for customers who require more
advanced solutions. We recognize that over the course of 2004 the paging
industry has continued to shrink due to considerable competitive pressure
from new cellular and PCS technologies. This consolidation in the face
of that pressure brings together the best of both companies’ management,
systems and practices and allows us to take advantage of significant
financial and operational synergies that would not otherwise have been
available to Arch and Metrocall on a stand-alone basis. We will operate
the combined company with the same cash flow oriented objectives that
we each embraced on a stand-alone basis, while continuing to provide
our customers with premiere paging and wireless messaging products and
services and first-class customer service.” In the merger, Metrocall
shareholders who properly elected to receive cash for their shares of
Metrocall common stock will receive $75.00 in cash per Metrocall share
for a total of 2 million Metrocall shares of common stock. As a result
of more than 2 million shares being tendered by Metrocall shareholders
for cash election, Metrocall shareholders who participated in the cash
election will receive cash for approximately 42.38% of the shares of
Metrocall common stock tendered. Each remaining share of Metrocall common
stock, other than shares for which proper notice was delivered to Metrocall,
and not withdrawn, seeking appraisal under Delaware law, has been converted
into 1.876 shares of USA Mobility common stock. Each share of Arch common
stock has been converted into one share of USA Mobility common stock.
Information regarding exchange of share certificates will be sent to
former Metrocall and Arch shareholders as soon as practicable. On November
17, 2004, the common stock of USA Mobility will begin trading on the
NASDAQ National Market under the symbol "USMO," and the common
stocks of Metrocall (“MTOH”) and Arch (“AWIN”)
will cease trading on the NASDAQ National Market. To fund, in part,
the $150 million in cash consideration payable to Metrocall stockholders
in the merger, Metrocall, Inc. and Arch Wireless Operating, Inc., two
subsidiaries of USA Mobility, borrowed $140 million under a senior secured
credit facility from a syndicate of lenders led by UBS Loan Finance
LLC and UBS Securities LLC. USA Mobility and substantially all of its
subsidiaries have guaranteed the facility on a joint and several basis.
Available cash on hand at Metrocall and Arch was used to pay the balance
of the cash consideration to Metrocall stockholders as well as fees,
costs and expenses associated with the transaction and will be used
for working capital purposes of the combined company. USA Mobility,
Inc. is the new holding company formed as the result of the merger of
Metrocall Holdings, Inc and Arch Wireless, Inc. which closed on November
16, 2004. USA Mobility, Inc. headquartered in Alexandria, Virginia is
a leading provider of paging products and other wireless services to
the business, government and healthcare sectors. USA Mobility offers
traditional numeric, one-way text and two-way paging. In addition, the
company offers mobile voice and data services through Nextel and AT&T
Wireless/Cingular as well as wireless e-mail solutions. The company’s
product offerings include Integrated Resource Management Systems with
wireless connectivity solutions for medical, business, government and
other campus environments. USA Mobility focuses on the
business-to-business
marketplace and supplies wireless mobile connectivity solutions to businesses
and organizations of all sizes. In addition to its reliable, nationwide
one-way networks, USA Mobility’s two-way networks have the largest
high-powered terrestrial ReFLEX footprint in the United States with
roaming partners in Canada, Mexico and the Caribbean. USA Mobility provides
the preferred ReFLEX wireless data network for many of the largest telecommunication
companies in the United States that source network services and resell
under their own brand names. For further information visit www.metrocall.com
and/or www.arch.com. Safe Harbor Statement under the Private Securities
Litigation Reform Act: Statements contained herein or in prior press
releases which are not historical fact, such as statements regarding
USA Mobility’s projected revenues, cash flows and operating results
following completion of the merger of Metrocall and Arch, are forward-looking
statements for purposes of the safe harbor provisions under the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
involve risks and uncertainties that may cause USA Mobility’s
actual results to be materially different from the future results expressed
or implied by such forward-looking statements. Factors that could cause
actual results to differ materially from those expectations include,
but are not limited to, declining demand for their paging products and
services, USA Mobility’s ability to continue to reduce operating
expenses, USA Mobility’s future capital needs, competitive pricing
pressures, competition from both traditional paging services and other
wireless communications services, government regulation, reliance upon
third-party providers for certain equipment and services, the timely
and efficient integration of the operations and facilities of Metrocall
and Arch as well as other risks described from time to time in USA Mobility’s,
Arch’s and Metrocall’s periodic reports and registration
statements filed with the Securities and Exchange Commission. Although
USA Mobility believes the expectations reflected in the forward-looking
statements are based on reasonable assumptions, they can give no assurance
that their expectations will be attained. USA Mobility disclaims any
intent or obligation to update any forward-looking statements. USA Mobility
Contact: Bob Lougee Investor Relations & Corporate Communications
508-870-6771.
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