STCL merger valued at $6.00
STCL trading at 3.1875??
STCL shareholders getting $3.00 in cash thus only paying .1875 for 1/2 share in MERGED entity... SOUNDS LIKE A GOOD DEAL.
NOT A BUY RECOMMENDATION THOUGH. DO YOUR DD.
(PR NEWSWIRE) SATX, Inc. Announced Today That It Has Signed a Letter of Inten
SATX, Inc. Announced Today That It Has Signed a Letter of Intent to Acquire
Shared Technologies Cellular Inc. and Merge the Two Companies in A Transaction
Exceeding $100,000,000
Integration of Businesses Expected to Enhance Financial Stability, Broaden
Technology Platforms, and Strengthen Market Position
TAMPA, Fla., Sept. 7 /PRNewswire/ --
SATX, Inc., (OTC Bulletin Board: SATX), a technology holding company that
develops and markets a wide range of high tech wireless communications
products for business and consumer application, announced today that it has
executed a Letter of Intent with Shared Technologies Cellular, Inc.
(OTC Bulletin Board: STCL) whereby SATX, Inc. will purchase the outstanding
shares in Shared Technologies Cellular, Inc. and merge the two companies.
Under the terms of the Letter of Intent, shareholders of Shared
Technologies Cellular, Inc. will receive a total value of $6.00 per share,
consisting of $3.00 per share in cash and one-half share in the merged entity
for each share of stock of Shared Technologies Cellular. In an agreement with
SATX, Inc., High Street Partners International Venture Fund, Ltd. has agreed
to fund $25,000,000 of the approximately $100,000,000 cash infusion which is
anticipated to be raised, and has agreed to manage the process of securing
the remaining funds.
Merritt Jesson, CEO of SATX, said, "I am extremely confident in the
ability of High Street Partners International Venture Fund, Ltd. to
successfully complete the required funding on a timely basis."
According to Anthony D. Autorino, STC Chairman and Chief Executive
Officer, this merger of SATX and STC consolidates the technology, service and
distribution capabilities of the companies into a single entity, capable of
offering turnkey communications solutions to businesses and consumers alike.
This combination eliminates the problems of multi-tier economic models that
exist within the industry today, and brings together the essential
ingredients needed to better compete in the present wireless communications
industry -- technology, wireless coverage, customer service, and the capital
necessary to grow the business. SATX currently owns or controls more than
40 patents, which will strengthen STC's technology platform and enhance its
strategic position within the integrated communications marketplace. "SATX
is a unique organization with multiple patented technologies that will
broaden the scope of both our cellular rental and prepaid communications
businesses," said Mr. Autorino. "Together our organizations bring a
competitive advantage to a technology-driven industry that will benefit all
levels of participation."
"The merger between SATX and STC is symbolic of the integration of skills
and talents taking place in the wireless industry today. Our organization
has acquired multiple technologies that will enhance the size and scope of
STC's present businesses by allowing for the inclusion of new products and
services that can open up new markets and distribution opportunities," said
Merritt Jesson, chief executive officer of SATX. "In return, STC brings
extensive distribution channels, sophisticated back office facilities, and
nationwide coverage for cellular, paging, long distance, local access, and
Internet services. We are all excited about the opportunity to combine our
companies into a new entity estimated to have a market value of
approximately $260 Million," concluded Mr. Jesson.
The consummation of the transaction is subject to execution of definitive
documentation, completion of the parties due diligence investigation,
obtaining approval from the shareholders and the Boards of Directors of STC
and SATX, obtaining the opinion of STC's financial advisor as to the
fairness of the transaction, and SATX obtaining the requisite financing and
other customary conditions. A definitive agreement is expected to be signed
by September 30, 2000, with a closing contemplated by year-end.
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 Global Positioning System (GPS) communications equipment,
making SATX a forerunner in the telematics industry.
Safe Harbor Statement: Except for historical information contained
herein, the statements in this Press Release are Forward-Looking Statements
that are made pursuant to the safe harbor provisions of the Private Securities
Act of 1995. Forward-Looking statements involve known risk and uncertainties,
which may cause the Company's actual results in the future to differ
materially from the forecasted results.
Company Contacts:
Anthony D. Autorino
Chairman and Chief Executive Officer
Shared Technologies Cellular, Inc.
(860) 258-2500
Merritt Jesson
Chairman and Chief Executive Officer
SATX, Inc.
(800) 989-7289
SOURCE SATX, Inc.
-0- 09/07/2000
/CONTACT: Anthony D. Autorino, Chairman and Chief Executive Officer of
Shared Technologies Cellular, Inc., 860-258-2500, or Merritt Jesson,
Chairman and Chief Executive Officer of SATX, Inc., 800-989-7289/
(SATX STCL)
CO: SATX, Inc.; Shared Technologies Cellular, Inc.
ST: Florida
IN: CPR
SU: TNM
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