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NOTHIN TO SAY, IF U AREN`T ALREADY THERE, U`RE SURELY MISSING SOMETHING
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@BEGIN_FILE_ID.DIZMegahertz Merges with USRobotics?
Two Major Modem manufacturers join to make?
a killer combination - Read and Spread!
@END_FILE_ID.DIZ
For Release 5:50 am Central Time
Contact: Karen Novak, 708/9825244
(U.S. Robotics, Inc.)
Karl Ryser/TR, 801/3207222
(Megahertz)
Andrew Capener/PR,801/3207701
(Megahertz)
U.S. ROBOTICS AND MEGAHERTZ ANNOUNCE MERGER AGREEMENT
SKOKIE, Ill., October 19, 1994 U.S. Robotics, Inc. (NASDAQ:USRX), and
Megahertz Holding Corporation (NASDAQ:MEGZ) today announced that they have
signed a definitive merger agreement. U.S. Robotics is a worldwide leader
in desktop and data center communications systems and products; Megahertz
is a leading provider of mobile communications solutions. The transaction
has been approved by the boards of both U.S. Robotics and Megahertz, and is
subject to shareholder approval and regulatory clearance.
The transaction is structured as a stockfor stock, taxfree exchange that
will qualify for poolingofinterests accounting treatment. Under the terms
of the merger agreement, each share of Megahertz stock will be exchanged for
0.35 shares of U.S. Robotics common stock, subject to certain adjustments.
This exchange ratio will result in the issuance of approximately 6.3 million
U.S. Robotics shares.
"U.S. Robotics and Megahertz will create a strong information access company
that will offer complete solutions for both corporate and individual
communications needs in a rapidly developing and increasingly competitive
market environment," said Casey Cowell, U.S. Robotics Chairman, President
and CEO. "Following the transaction, we will be able to provide a complete
suite of data communications products and services for mobile and remote
office users, desktop applications, corporate data centers and large network
providers. The combination of our product lines, complementary technologies
and people will enable us to advance our goal of offering the most
comprehensive and competitive communications products in the world."
Megahertz Chirman, President and CEO Spencer Kirk commented, "We are excited
about this union, because we believe that combining U.S. Robotics' well
developed sales channels, and core technology with our expertise in mobile
communications offers our employees and sharholders a tremendous
opportunity. This will accelerate our ability to provide highly competitive
mobile data communications solutions for this fast growing segment." Mr.
Kirk and other senior officers representing approximately 37% of the
outstanding comon stock of Megahertz, have agreed to vote the shares they
hold in favor of the transaction.
Following completion of the merger, Megahertz will be operated as a stand
alone subsidiary of U.S. Robotics, with Mr. Kirk continuing to head the
business.
US. Robotics, Inc., is a leading designer, manufacturer and marketer of data
communications systems and products. Both corporate headquarters and
manufacturing operations are based in Skokie, Illinois. U.S. Robotics owns
and operates U.S. Robotics Ltd. i Slough, England, U.S. Robotics, s.a. in
Lille, France and P.N.B. s.a., based in Suresnes, France. The company
markets its products to business, industry, government agencies and original
equipment manufacturers, and to endusers through the personal compter
distribution channel.
Based in Salt Lake City, Utah, Megahertz is a leading supplier of solution
oriented mobile data communications products and manufactures PCMCIA
data/fax modems, PCMCIA cellular data/fax modems for select cellular
telephones, PCMIA Ethernet/modem combination cards, PCMCIAbased remote
access server, providing easy network access for mobile computer users and
an end to end connectivity solution for IS managers.
# # # #
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THE WORLD FAMOUS:
| ____ _ _____ _____ _____ ___|\ _____ _____ |
___|_/ _¬\_/¬| _/ __\_/ _ ¬\_/ ____\_/ | \_/ _¬\_/ __\_|__ _
ø: | | | | |_\| | | |___\| | | | _| |_\_:ø__
: | | | _| __/ | _ |\__ | | | _ \_ __/ _|__ _
: | | |__/¬| ¬|_/| | |\_| | | | | | ¬|_/ :ø
: | | | | | | | | | | | | | | | :
: | | | | | | | | | | | | | | | :
: | | | | | | | | | | | | | | | :
: ¬ _| | | | | | | | | | | | | | :
: __/ | | | | | | | | | | | | | | :
: ¬| | | | | | | | | | | | | | | :
_ø_:_ | | ¬ | ¬ | | | ¬ | ¬ | | | ¬ _:_ø_
| \__| ¯\_____/¯\_____/¯\ |___/¯\_____/¯\_____/¯\___| /¯\_____/ |
| \| |/ |-rS!
°° DD ° OO ° MM ° EE °°
DIAMONDS & RUST EUROPEAN HQ
----------------------------------------
aMiGa / SNeS / GeNeSiS / iBM
SYSøPS: [STE\/E/D&R], BOON KID/D&R, EDO/D&R, (-Ozone&Rob-), FURY/TRZ,
PRINCIP/CSL, Rhys & Danzig, GREY!
NOTHIN TO SAY, IF U AREN`T ALREADY THERE, U`RE SURELY MISSING SOMETHING
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