CAI Wireless Systems, Inc. Agrees to be Acquired by MCI WorldCom
(Business Wire 04/16 20:40:38)
Business & Telecommunications Editors
ALBANY, N.Y.--(BUSINESS WIRE)--April 16, 1999--CAI Wireless
Systems, Inc. (OTC BB:CWSS) ("CAI") announced today that it has
executed a letter of intent with MCI WorldCom, Inc. agreeing to be
acquired for $24 per share in cash. The transaction is subject to
customary conditions, including the execution of a definitive
agreement and the receipt of required regulatory approvals. CAI has
agreed to deal exclusively with MCI WorldCom for a 10-day period while
the definitive agreement is being negotiated.
CAI was advised by MCI WorldCom that it had entered into one or
more contracts providing for its purchase, subject to regulatory
approval, of more than half of CAI's common stock from certain
institutional holders. MCI WorldCom also confirmed to CAI that it had
acquired a significant amount of CAI's 13% Senior Notes due 2004 and
CAI's secured credit facility.
In connection with the execution of the letter of intent, CAI has
adopted a Shareholders' Rights Plan and has declared a dividend of a
right to buy one one-hundredth of a share of a new Series A preferred
stock to be distributed on each share of CAI's common stock.
Under the Rights Plan, if an entity (other than certain exempted
entities, including MCI WorldCom), without first obtaining the prior
approval of the CAI Board of Directors, becomes the beneficial owner
of more than 15% of the CAI common stock, then, among other things,
the rights distributed to holders of CAI's common stock would be
exercisable for shares of the Series A preferred stock at a price that
is 50% of the then current price of the CAI common stock. The Rights
Plan is intended to preserve the Board of Directors' control of an
orderly process.
CAI has broken off discussions with all other strategic entities
at this time.
CAI has been seeking a strategic partner since its emergence from
bankruptcy in October 1998. Based in Albany, NY, CAI currently
operates six analog-based MMDS subscription video systems in New York
City, Rochester and Albany, NY; Philadelphia, PA; Washington, DC, and
Norfolk/Virginia Beach, VA. CAI also owns a portfolio of MMDS channel
rights in eight additional markets, including Long Island, Buffalo and
Syracuse, NY, Providence, RI, Hartford, CT, Boston, MA, Baltimore, MD,
and Pittsburgh, PA. In addition, CAI owns approximately 94% of CS
Wireless Systems, Inc., an MMDS operator based in Plano, TX.
--30--sdg/ny*
CONTACT: CFO, CAI Wireless Systems, Inc., Albany
James P. Ashman, 518-462-2632
or
Investor Relations Contact:
Lippert/Heilshorn & Associates, New York
John G. Nesbett/Vince Daniels
212-838-3777
KEYWORD: NEW YORK
INDUSTRY KEYWORD: COMED COMPUTERS/ELECTRONICS TELECOMMUNICATIONS
MERGERS/ACQ |
