------------------------------------------------------------------------------ THE WORLD FAMOUS: | ____ _ _____ _____ _____ ___|\ _____ _____ | ___|_/ _¬\_/¬| _/ __\_/ _ ¬\_/ ____\_/ | \_/ _¬\_/ __\_|__ _ ø: | | | | |_\| | | |___\| | | | _| |_\_:ø__ : | | | _| __/ | _ |\__ | | | _ \_ __/ _|__ _ : | | |__/¬| ¬|_/| | |\_| | | | | | ¬|_/ :ø : | | | | | | | | | | | | | | | : : | | | | | | | | | | | | | | | : : | | | | | | | | | | | | | | | : : ¬ _| | | | | | | | | | | | | | : : __/ | | | | | | | | | | | | | | : : ¬| | | | | | | | | | | | | | | : _ø_:_ | | ¬ | ¬ | | | ¬ | ¬ | | | ¬ _:_ø_ | \__| ¯\_____/¯\_____/¯\ |___/¯\_____/¯\_____/¯\___| /¯\_____/ | | \| |/ |-rS! °° DD ° OO ° MM ° EE °° DIAMONDS & RUST EUROPEAN HQ ---------------------------------------- aMiGa / SNeS / GeNeSiS / iBM SYSøPS: [STE\/E/D&R], BOON KID/D&R, EDO/D&R, (-Ozone&Rob-), FURY/TRZ, PRINCIP/CSL, Rhys & Danzig, GREY! NOTHIN TO SAY, IF U AREN`T ALREADY THERE, U`RE SURELY MISSING SOMETHING --------------------------------------------------------------------------- @BEGIN_FILE_ID.DIZMegahertz Merges with USRobotics? Two Major Modem manufacturers join to make? a killer combination - Read and Spread! @END_FILE_ID.DIZ For Release 5:50 am Central Time Contact: Karen Novak, 708/9825244 (U.S. Robotics, Inc.) Karl Ryser/TR, 801/3207222 (Megahertz) Andrew Capener/PR,801/3207701 (Megahertz) U.S. ROBOTICS AND MEGAHERTZ ANNOUNCE MERGER AGREEMENT SKOKIE, Ill., October 19, 1994 U.S. Robotics, Inc. (NASDAQ:USRX), and Megahertz Holding Corporation (NASDAQ:MEGZ) today announced that they have signed a definitive merger agreement. U.S. Robotics is a worldwide leader in desktop and data center communications systems and products; Megahertz is a leading provider of mobile communications solutions. The transaction has been approved by the boards of both U.S. Robotics and Megahertz, and is subject to shareholder approval and regulatory clearance. The transaction is structured as a stockfor stock, taxfree exchange that will qualify for poolingofinterests accounting treatment. Under the terms of the merger agreement, each share of Megahertz stock will be exchanged for 0.35 shares of U.S. Robotics common stock, subject to certain adjustments. This exchange ratio will result in the issuance of approximately 6.3 million U.S. Robotics shares. "U.S. Robotics and Megahertz will create a strong information access company that will offer complete solutions for both corporate and individual communications needs in a rapidly developing and increasingly competitive market environment," said Casey Cowell, U.S. Robotics Chairman, President and CEO. "Following the transaction, we will be able to provide a complete suite of data communications products and services for mobile and remote office users, desktop applications, corporate data centers and large network providers. The combination of our product lines, complementary technologies and people will enable us to advance our goal of offering the most comprehensive and competitive communications products in the world." Megahertz Chirman, President and CEO Spencer Kirk commented, "We are excited about this union, because we believe that combining U.S. Robotics' well developed sales channels, and core technology with our expertise in mobile communications offers our employees and sharholders a tremendous opportunity. This will accelerate our ability to provide highly competitive mobile data communications solutions for this fast growing segment." Mr. Kirk and other senior officers representing approximately 37% of the outstanding comon stock of Megahertz, have agreed to vote the shares they hold in favor of the transaction. Following completion of the merger, Megahertz will be operated as a stand alone subsidiary of U.S. Robotics, with Mr. Kirk continuing to head the business. US. Robotics, Inc., is a leading designer, manufacturer and marketer of data communications systems and products. Both corporate headquarters and manufacturing operations are based in Skokie, Illinois. U.S. Robotics owns and operates U.S. Robotics Ltd. i Slough, England, U.S. Robotics, s.a. in Lille, France and P.N.B. s.a., based in Suresnes, France. The company markets its products to business, industry, government agencies and original equipment manufacturers, and to endusers through the personal compter distribution channel. Based in Salt Lake City, Utah, Megahertz is a leading supplier of solution oriented mobile data communications products and manufactures PCMCIA data/fax modems, PCMCIA cellular data/fax modems for select cellular telephones, PCMIA Ethernet/modem combination cards, PCMCIAbased remote access server, providing easy network access for mobile computer users and an end to end connectivity solution for IS managers. # # # # ------------------------------------------------------------------------------ THE WORLD FAMOUS: | ____ _ _____ _____ _____ ___|\ _____ _____ | ___|_/ _¬\_/¬| _/ __\_/ _ ¬\_/ ____\_/ | \_/ _¬\_/ __\_|__ _ ø: | | | | |_\| | | |___\| | | | _| |_\_:ø__ : | | | _| __/ | _ |\__ | | | _ \_ __/ _|__ _ : | | |__/¬| ¬|_/| | |\_| | | | | | ¬|_/ :ø : | | | | | | | | | | | | | | | : : | | | | | | | | | | | | | | | : : | | | | | | | | | | | | | | | : : ¬ _| | | | | | | | | | | | | | : : __/ | | | | | | | | | | | | | | : : ¬| | | | | | | | | | | | | | | : _ø_:_ | | ¬ | ¬ | | | ¬ | ¬ | | | ¬ _:_ø_ | \__| ¯\_____/¯\_____/¯\ |___/¯\_____/¯\_____/¯\___| /¯\_____/ | | \| |/ |-rS! °° DD ° OO ° MM ° EE °° DIAMONDS & RUST EUROPEAN HQ ---------------------------------------- aMiGa / SNeS / GeNeSiS / iBM SYSøPS: [STE\/E/D&R], BOON KID/D&R, EDO/D&R, (-Ozone&Rob-), FURY/TRZ, PRINCIP/CSL, Rhys & Danzig, GREY! NOTHIN TO SAY, IF U AREN`T ALREADY THERE, U`RE SURELY MISSING SOMETHING ---------------------------------------------------------------------------