EXHIBIT 99
SHARED TECHNOLOGIES CELLULAR AND
SATX SIGN DEFINITIVE MERGER AGREEMENT
November 15, 2000 - Wethersfield, Connecticut - Shared Technologies
Cellular, Inc. (STC) (OTCBB: STCL) today announced that it has executed a
definitive agreement and plan of merger with SATX, Inc. (OTCBB: SATX) pursuant
to which SATX will merge into STC and shareholders of SATX will receive 17
million shares in the surviving company. SATX has arranged for certain bridge
financing, a portion of which will be loaned to STC by SATX, and together with
STC is in discussions regarding an additional $30 million of necessary working
capital funding for the surviving company.
STC chairman and CEO Anthony D. Autorino stated that "the merger with
SATX should provide both companies with important business synergies. Together
the companies will have a unique integrated prepaid communications offering
(including cellular, PCS, paging, Internet, local, and long distance), one of
the lowest cost vehicle tracking devices, (utilizing its own patented 2-way
paging technology) and a full line of wireless accessories, including its new
proprietary wireless local loop device. All of these products and services would
be distributed through established relationships with retailers nationwide, a
proven direct marketing agent base, proprietary vending machines and through
some of the most well known private label distributors. Most importantly,
however, combining the companies should enable us to provide the highest level
of support to our customers. The combined company will have access to a broad
array of prepaid technologies, a newly upgraded interactive voice response
system, two redundant call centers, multiple points of sale activation systems
(including its patent pending "POSSE" system), and established relationships
with some of the best hardware and service providers in the world."
According to Merritt Jesson, SATX Chairman and CEO, the combination of
talents and resources should provide the Company with a clear advantage - Speed
to Market - especially in the prepaid arena and the telematics industry. "Our
charter for the Company is clear; distribute premier products and services
through established distribution channels while providing the highest level of
customer support thereby enhancing shareholder value." Jesson added, "it will
not be business as usual - but business as never before."
The consummation of the transaction is subject to the approval of each
company's shareholders, securing the necessary working capital financing and
obtaining fairness opinions and regulatory approvals. With the definitive
agreement signed, a closing is contemplated for February 2001. The Company will
file a Form 8-K with the SEC regarding this transaction.
Headquartered in Wethersfield, Connecticut, STC is a nationwide
Integrated Communications Provider (ICP). STC businesses include cellular phone
rentals, digital phone sales, communications services that include cellular,
paging, Internet, local and long distance services, and national activation
services. STC products and services are marketed directly, and in conjunction
with partners including car rental companies, MCI WorldCom, U.S. South
Communications, and other private label partners. These programs employ
CellEase(R), a universal payment and redemtion plaform that utilizes
technologies provided by Telemac
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Corporation, US/Intelicom, and others. STC and other service providers use the
CellEase platform as a single management and payment system for bundled
communications solutions.
SATX develops and markets a wide range of high-tech wireless
communications products for business and consumers. As a technology - holding
company, SATX and its subsidiaries, currently own more than 40 patents within
the wireless industry, many of which have set industry standards, especially in
the area of GPS/2-way communications equipment, making SATX a forerunner in the
telematics industry.
STC and SATX will host a conference call Friday November 17 at 11:00
a.m. for analysts, shareholders and any other interested persons to discuss this
announcement and respond to questions regarding the transaction and third
quarter results. The call in number is XXX- XXX-XXXX.
Any statements released by STC that are forward-looking are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Editors and Investors are cautioned that forward-looking
statements involve risk and uncertainties that may effect STC's business
prospects and performance. Actual results may differ materially from the results
predicted, and reported results should not be considered an indication of future
performance. It is further noted that data referenced in this release may
represent partial data, such as sales results, which are subject to
supplementation by other disclosures by the Company. Potential risks and
uncertainties may include economic, competitive, governmental, technological, or
other factors discussed in STC's filings with SEC on forms 10-K, 10-Q, and 8K.
Company Contacts: Anthony D. Autorino, Chairman and CEO - (860) 258-2500
