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 new 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."
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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 redemption platform that utilizes
technologies provided by Telemac 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. Call 973-321-2004 to listen in to the call. Replays will be
available until Wednesday, November 22, 2000. To hear the replay, call
402-220-1372.
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 affect 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 the SEC on forms 10-K, 10-Q, and 8-K.
Company Contacts: Anthony D. Autorino, Chairman and CEO - (860) 258-2500
