Teletouch Completes Sale of Paging Assets
19 August 2006 - 5:22AM
Business Wire
Teletouch Communications, Inc. (AMEX:TLL), a leading U.S. wireless
communications services company, announced today that on August 14,
2006, it completed the previously announced sale of it paging
assets. Subsequent to and as a result of the recent receipt of 100%
of the stock of Progressive Concepts, Inc., as reported by
Teletouch in its Current Report on Form 8-K filed on August 17,
2006, the paging business no longer met the statutory threshold of
a sale of all or substantially all assets of the company as
contemplated under Delaware corporate laws and therefore no longer
required the approval of Teletouch's shareholders. Subject to the
monthly paging net cash flow purchase price reductions provided for
in the original Asset Purchase Agreement (APA), gross cash proceeds
from the sale were approximately $3.1 million, subject to a working
capital adjustment as also provided for in the APA, currently
estimated to be approximately $0.2 million. Therefore, the net
proceeds are estimated to be approximately $2.9 million. Any
potential future adjustments to the purchase price are related to
completion of the working capital and cash flow calculations of the
paging business and the performance of the accounts receivable that
was transferred to the Buyer at closing. Teletouch does not
anticipate that these subsequent adjustments to the purchase price
will materially impact the total consideration received for the
Acquired Assets. More detailed information relating to the sale of
the paging assets and the related contractual arrangements executed
in connection therewith may be found in the Current Report on Form
8-K filed by Teletouch on August 18, 2006. About Teletouch
Communications For over 40-years, Teletouch has offered a
comprehensive suite of telecommunications services, including
cellular, two-way radio communications, GPS-telemetry and wireless
messaging services throughout the United States. TLL acquires,
bills and supports a large, primarily commercial business and
government base of subscribers, under its own network of FCC
licensed spectrum in Texas, Louisiana, Arkansas, Oklahoma, Alabama,
Missouri, Mississippi, Tennessee, and Florida. Through its wholly
owned subsidiary, Progressive Concepts, Inc. (PCI), the Company is
a leading U.S. provider of wireless cellular voice, data, and
entertainment products and branded wireless services to
individuals, businesses, and government agencies through its chain
of retail stores (Hawk Electronics), branded sub-agents and direct
sales force in Texas and Arkansas. PCI also operates a significant
wholesale distribution business serving smaller cellular and
automotive retailers, car dealers and cellular service providers
throughout the country. Teletouch's common stock is traded on the
American Stock Exchange under stock symbol: TLL. Additional
information about Teletouch can be found at: www.teletouch.com. All
statements in this news release that are not based on historical
fact are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and the provisions
of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended
(which Sections were adopted as part of the Private Securities
Litigation Reform Act of 1995). While management has based any
forward-looking statements contained herein on its current
expectations, the information on which such expectations were based
may change. These forward-looking statements rely on a number of
assumptions concerning future events and are subject to a number of
risks, uncertainties, and other factors, many of which are outside
of our control, that could cause actual results to materially
differ from such statements. Such risks, uncertainties, and other
factors include, but are not necessarily limited to, those set
forth under the caption "Additional Factors That May Affect Our
Business" in the Company's most recent Form 10-K and 10-Q filings,
and amendments thereto. In addition, we operate in a highly
competitive and rapidly changing environment, and new risks may
arise. Accordingly, investors should not place any reliance on
forward-looking statements as a prediction of actual results. We
disclaim any intention to, and undertake no obligation to, update
or revise any forward-looking statement.
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