Teletouch Board of Directors Approves Sale of Paging Business for $5.2 Million; Independent Fairness Opinion Concludes That Tran
31 August 2005 - 5:03AM
Business Wire
Teletouch Communications, Inc. (AMEX:TLL) announced today that the
Company's Board of Directors, having completed its review of the
presentation given by the independent valuation advisory firm,
Howard Frazier Barker Elliot, Inc. ("HFBE") as to the fairness of
the sale of TLL's paging assets and operations to the Company's
shareholders from a financial point of view, and has provided its
consent and approval to proceed with the transaction. As reported
on August 24, the Company entered into an Asset Purchase Agreement
("APA") with a private Fort Worth, Texas, investment limited
partnership (the "Buyer"), to sell all of TLL's paging business
assets and operations. The agreed purchase price is $5.2 million.
The closing of the transaction is now subject to final approval by
TLL's shareholders and federal regulators, as well as customary
closing conditions, and is expected to close on or about September
30, 2005. Also as previously reported, the Company evaluated TLL's
future business direction and assessed the value of its paging
business. Based in part upon that analysis, the Company determined
that it was in the shareholders' best interests to divest TLL's
paging business in its entirety through an asset sale transaction.
A special committee of the Company's independent Board of Directors
hired HFBE to provide assistance and guidance to the Board for the
purposes of completing an independent evaluation of the sale of the
paging business and render an opinion as to the transaction's
fairness to the Company's shareholders from a financial point of
view. The Board's approval to close this transaction was subject to
the final results of the independent Fairness Opinion, such results
and presentation provided to the Board by HFBE on August 26, 2005.
Hyde stated, "We are pleased that the Board has provided its
consent and approval to continue with the transaction. As we
reported previously, divesting the paging business will remove a
large portion of the uncertainty about Teletouch's future operation
and provide greater visibility to the success of our new business
efforts. We will continue these efforts with the increased
financial ability to expand our sales channels, complete
proprietary product development and seek acquisitions that will
increase shareholder value." About Howard Frazier Barker Elliot,
Inc. Founded in 1991, HFBE is an investment banking, business
valuation and financial advisory firm providing a range of
financial services to both public and private businesses in a wide
range of industries. In addition to fairness opinions and
valuations, HFBE also provides merger and acquisition advisory
services, real estate financing, private placements of debt and
equity, senior debt financing, litigation support and general
financial advisory services. HFBE has 27 professionals with offices
in Houston and Dallas. About Teletouch Teletouch Communications,
Inc., a proven U.S. leader in wireless messaging and related
network management, provides a complete suite of mobile asset
tracking solutions using sophisticated, yet cost-effective
GPS-based hardware and software products for fleets, hazardous
materials and "worker-down" emergency notification applications. In
addition to its telemetry business, Teletouch offers two-way radio
communications, cellular and wireless messaging services throughout
the United States. Teletouch's common stock is traded on the
American Stock Exchange under stock symbol: TLL. Additional
product, business and financial information for Teletouch is
available at www.Teletouch.com. This release contains certain
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Exchange Act, as amended, that are based on management's exercise
of business judgment as well as assumptions made by and information
currently available to management. When used in this document, the
words "may," "will," "anticipate," "believe," "estimate," "expect,"
"intend," and words of similar import, are intended to identify any
forward-looking statements. You should not place undue reliance on
these forward-looking statements. Negotiations with respect to the
transaction that are the subject of this release are ongoing and
may result in significant modifications to the transaction. There
can be no assurance that the transaction that is the focus of this
release will be concluded, or if concluded that it will be
concluded on terms currently contemplated. These statements reflect
our current view of future events and are subject to certain risks
and uncertainties as noted in our securities and other regulatory
filings. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, our
actual results could differ materially from those anticipated in
these forward-looking statements. We undertake no obligation and do
not intend to update, revise or otherwise publicly release any
revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
any unanticipated events. Although we believe that our expectations
are based on reasonable assumptions, we can give no assurance that
our expectations will materialize. Many factors could cause actual
results to differ materially from our forward-looking statements.
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