_____ ___.______ \_ Y | \_ +31-104-165-552 - 3 NoDeS RiNGDoWN On V.Fast Modems! | | %| __ | __ ________________________________________.___. __| | | | %|/\_\___ __(_ |' ¬| /\_|_|_| | | |_/ \__\\_\_) Support BBS For Tempest BBS Software | %| \/_| | | |% | !__/\___//_/__. .___ ___._______._______._______.___|__ | : | | |_|_:\__ __ \¬| |' %Y ¬| _ %/|%_ /| ______| ___/ | !% l | | | ../ ___/ %/ |_|_. | |__\__/_|__\__/_| ___\__. ¬|' | l____ l___| .|% \______/ _/% ¬| l_ |\___ ¬|\___ ¬| l% ¬|% l_ | \____| \____:l_____l___MSW____l_____l_______l_______l_______l_______| This File was D/led from: Trash City BBS Running on A4000 14Meg of 32bit RAM & 4.5GIG HD ÑØÐÈ 1 : ++1-718-318-8315, µ$® 21.6k У, 57600 $È®¡æl løçk ÑØÐÈ 2 : ++1-718-318-6444, µ$® 21.6k У, 57600 $È®¡æl løçk ÑØÐÈ 3 : ++1-718-318-8315, µ$® 21.6k Ð$, 57600 $È®¡æl løçk @BEGIN_FILE_ID.DIZ-------------------------------------------- Latest news from USR: U.S. ROBOTICS AND MEGAHERTZ ANNOUNCE MERGER AGREEMENT -------------------------------------------- @END_FILE_ID.DIZ Date: 10-21-94 (09:19) Number: 32955 of 32956 (Refer# NONE) To: ALL From: ADAM STRACK Subj: USR & MegaHertz Read: (N/A) Status: PUBLIC MESSAGE (Echo) Conf: HST (1) Read Type: GENERAL (+) 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 stock-for-stock, tax-free exchange that will qualify for pooling-of-interests 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 Chairman, 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 shareholders 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 common 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. U.S. 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. in 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 end-users through the personal computer 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 selected cellular telephones, PCMCIA Ethernet/modem combination cards, PCMCIA Ethernet adapters and external 'pocket' modems. Megahertz recently announced a PCMCIA-based remote access server, providing easy network access for mobile computer users and an end-to-end connectivity solution for IS managers. _______________________________________________________________ -=] +31-104-165-552 - 3 NODES USR V.FAST - HYDRA PROTOCOL [=- _______________________________________________________________ ______/\ .___________________________________________ \ | / \| ____ \ _/ | / ___/ _____ ________ \ / | \ \\ \ ____/ |/\| \ \_ \ \_ \| ___) | |\ \ / | \ \\ \_ |_| / \_ \_ | \_ | \_ \ \_| l/ \_ \_______\_|\___/_|\ ______/___/_____/_____/_____/_______/ \/ Support BBS for Tempest BBS Software & BBS Utils _______________________________________________________________ -=] A3000T/040 - 1.5 GIG HD - 10 MEGS RAM - SYSDUDE:JPS [=- _______________________________________________________________