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To: Bob who wrote (14842)11/12/1999 1:02:00 PM
From: JLS  Respond to of 57584
 
Friday November 12, 8:57 am Eastern Time

Company Press Release

SOURCE: Vertex Communications Corporation

TriPoint Global Communications, Inc. to
Acquire Vertex Communications Corporation for $22.00 per
Share or $118,686,000

GASTONIA, N.C., and KILGORE, Texas, Nov. 12 /PRNewswire/ -- TriPoint Global
Communications, Inc., a leading supplier of satellite and wireless
communications products and
services, and Vertex Communications Corporation (NYSE: VTX - news), a leader
in the design
and manufacture of satellite communications earth station products, today
announced that they
have entered into a definitive agreement under which TriPoint Global
Communications, Inc. will
acquire Vertex Communications Corporation for $22.00 per share, for an
aggregate
consideration of $118,686,000.

Pursuant to the agreement, TriPoint Global Communications, Inc. will begin a
tender offer for all
outstanding shares of Vertex Communications Corporation for $22.00 per
share. TriPoint Global
Communications, Inc. expects to commence the offer on November 18, 1999. The
offer will
remain open for a minimum of 20 business days. Any shares not purchased in
the offer will be
acquired for the same price in cash in a second step merger. Vertex will pay
a termination fee if
the merger agreement is terminated under circumstances specified in the
agreement. In addition,
certain members of the management and board of directors of Vertex have
entered into a
shareholder agreement in which they have agreed to tender their shares into
the offer and to vote
in favor of the merger.

The merger agreement and the shareholder agreement have been approved by the
boards of
directors of TriPoint Global Communications, Inc. and Vertex Communications
Corporation.
The offer and the merger are conditioned upon, among other things, clearance
under the
Hart-Scott-Rodino Antitrust Improvements Act and the Exon-Florio Act.
Assuming the required
regulatory approvals and clearances are received, it is anticipated that the
acquisition of Vertex Communications Corporation will be completed in
December of 1999.

TriPoint Global Communications, Inc. (www.tripointglobal.com) comprises
three groups-RSI,
Prodelin, and CSA Wireless Communications. The company is a leading global
supplier of
satellite and wireless communications products and services.

Vertex Communications Corporation (www.vertexcomm.com) is a leader in the
design and
manufacture of satellite communications earth station products for worldwide
commercial and
government use, offering full service from engineering and design to
standard products, turnkey
installations and site service and maintenance around the world.