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@BEGIN_FILE_ID.DIZ--------------------------------------------
Latest news from USR:
U.S. ROBOTICS AND MEGAHERTZ
ANNOUNCE MERGER AGREEMENT
--------------------------------------------
@END_FILE_ID.DIZ
Date: 10-21-94 (09:19) Number: 32955 of 32956 (Refer# NONE)
To: ALL
From: ADAM STRACK
Subj: USR & MegaHertz
Read: (N/A) Status: PUBLIC MESSAGE (Echo)
Conf: HST (1) Read Type: GENERAL (+)
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 stock-for-stock, tax-free exchange
that will qualify for pooling-of-interests 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 Chairman, 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 shareholders
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 common 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.
U.S. 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. in 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 end-users through the personal computer 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 selected
cellular telephones, PCMCIA Ethernet/modem combination cards, PCMCIA
Ethernet adapters and external 'pocket' modems. Megahertz recently
announced a PCMCIA-based 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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