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FOR IMMEDIATE RELEASE Contacts: For PageNet: Kirk Brewer
972-801-8174
For Arch: Bob Lougee
508-870-6771
PAGENET WINS APPROVAL OF DISCLOSURE STATEMENT
PAGENET TO PROCEED WITH SOLICITATION OF CREDITORS' VOTE
WITH BACKING OF PLAN AND ARCH MERGER BY CREDITOR'S COMMITTEE
HEARING DATE FOR CONFIRMATION OF PAGENET PLAN SET FOR OCTOBER 26
DALLAS, TX, and WESTBOROUGH, MA September 8, 2000 -- Paging Network,
Inc. (OTC: PAGEQ) today announced that the U.S. Bankruptcy Court for the
District of Delaware has approved PageNet's Disclosure Statement filed in
connection with PageNet's plan of reorganization under Chapter 11, and scheduled
a hearing on October 26 to confirm PageNet's plan of reorganization, which would
permit a prompt emergence from bankruptcy and the consummation of PageNet's
merger with Arch Communications Group, Inc. (Nasdaq: APGR). The Court also
granted final approval of PageNet's $50-million debtor-in-possession financing
facility.
In addition, the Court dismissed without prejudice a motion by
Metrocall to terminate PageNet's exclusive right to file a plan of
reorganization, allowing PageNet to proceed with the solicitation of its
stakeholders' votes to confirm the plan of reorganization and to consummate the
Arch merger. PageNet said it expects to mail its Disclosure Statement and
ballots to its stakeholders beginning late next week.
At the hearing, representatives of PageNet's banks and bondholders
expressed their firm support for PageNet's plan of reorganization and the Arch
merger. In addition, in exchange for certain modifications to the plan,
including a shift of 3.7 million shares of Arch stock from PageNet stockholders
to PageNet bondholders, the court-appointed Official Committee of Unsecured
Creditors (representing PageNet's bondholders and vendors) agreed to include
with PageNet's Disclosure Statement a letter to all bondholders stating the
Committee's unanimous recommendation that the bondholders vote to accept
PageNet's plan. The Official Committee further stated that it "has advised
Metrocall that the Committee will no longer, directly or indirectly, support
[Metrocall's] efforts in the PageNet Chapter 11 proceedings
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nor will it accept any further proposals from Metrocall or engage in any further
negotiations with Metrocall."
Under PageNet's modified plan of reorganization, PageNet's noteholders
will receive approximately 84.9 million Arch shares and a 60.5-percent interest
in Vast Solutions, and owners of PageNet common stock will receive 5.0 million
shares of Arch and a 20.0-percent interest in Vast Solutions.
Arch and PageNet announced their merger agreement last November. The
merger, which will include an exchange of equity for PageNet's senior
subordinated notes as well as the spin-off of PageNet's wireless solutions
subsidiary, Vast Solutions, remains subject to approval by PageNet's secured and
unsecured creditors, the bankruptcy court and Arch shareholders. A special
meeting of Arch shareholders to vote on the merger has been set for October 5,
2000.
PageNet is a leading provider of wireless messaging and information
services in all 50 states, the District of Columbia, the U.S. Virgin Islands,
Puerto Rico and Canada. The company offers a full range of paging and advanced
messaging services, including guaranteed-delivery messaging and two-way wireless
e-mail. PageNet's wholly-owned subsidiary, Vast Solutions, develops integrated
wireless solutions to increase productivity and improve performance for major
corporations. Detailed information for PageNet services are available on the
Internet at www.pagenet.com. Detailed information on Vast Solutions is available
at www.vast.com.
Arch Communications Group, Inc., Westborough, MA, is a leading U.S.
two-way Internet messaging and wireless data company providing local, regional
and nationwide wireless communications services to customers in all 50 states,
the District of Columbia and in the Caribbean. Arch operates approximately 300
offices and company-owned stores across the country. Additional information on
Arch is available on the Internet at www.arch.com.
Arch Communications Group, Inc. has filed with the U.S. Securities and
Exchange Commission a registration statement on Form S-4 in connection with the
debt exchange being undertaken in connection with the merger (File No.
333-93321) and has filed definitive proxy materials containing information about
the merger. Investors and security holders are urged to read the registration
statement and the definitive proxy materials carefully when they are available.
The registration statement and the proxy
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materials contain important information about Arch Communications Group, Inc.,
Paging Network, Inc., the merger and related matters. Investors and security
holders are able to obtain free copies of these documents through the web site
maintained by the U.S. Securities and Exchange Commission at http//www.sec.gov.
In addition to the registration statement and the proxy materials, Arch
Communications Group, Inc. and Paging Network, Inc. file annual, quarterly and
special reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements and other
information filed by them at the SEC public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at the Commission's other public reference rooms
in New York, New York and Chicago, Illinois. Please call the Commission at
1-800-SEC-0330 for further information on public reference rooms. These filings
with the Commission also are available to the public from commercial
document-retrieval services and at the web site maintained by the Commission at
http//www.sec.gov. You may also obtain for free each of these documents, when
available, from Arch Communications Group, Inc. at (508) 870-6700 or write to:
Investor Relations Department, Arch Communications Group, Inc., 1800 West Park
Drive, Suite 250, Westborough, MA 01581.
Arch Communications Group, Inc., its directors, executive officers and certain
members of management and employees may be soliciting proxies from stockholders
in favor of the adoption of the merger agreement. A description of any interests
that Arch's directors and executive officers have in the merger will be
available in the definitive proxy materials.
PR1500
