ALEXANDRIA, Va.-Metrocall Inc. and A+ Network Inc. have entered into a definitive merger agreement whereby A+ Network will merge into Metrocall in a two-step transaction.
Metrocall said it will commence a tender offer to purchase about 2.1 million A+ Network shares at $21.10 per share and will directly purchase about 2.2 million shares from certain A+ Network shareholders, giving it ownership of about 40 percent of the company’s outstanding shares.
At the time of the merger, each A+ Network shareholder will receive shares of Metrocall common stock having a value of $21.20, subject to adjustment based on the trading price of Metrocall’s common stock, the companies said. A+ Network shareholders also will receive variable common rights designed to provide additional consideration if Metrocall’s stock trades below certain targets over the next year.
“A+ Network is an extremely strong competitor in the core region in which it operates, and affords us the addition of a national affiliate distribution network to load our own nationwide paging network, both for the resale of local services as well as our enhanced regional and nationwide coverage products,” said William Collins, III, president and chief executive officer of Metrocall.
The companies said the tender offer is expected to be completed this June and the subsequent merger is expected to be completed during the fourth quarter. The merger is subject to customary state and federal regulatory approvals as well as shareholder approval.
Metrocall said the transaction will make it the fourth largest paging company in the United States with nearly 2.5 million units in service.
