MobilePro Signs Definitive Acquisition Agreement with Davel Creditors Tuesday September 7, 8:04 pm ET Davel Acquisition Adds 25,000 Locations and 42,000 Payphones to Create Nationwide Wireless Network
CLEVELAND--(BUSINESS WIRE)--Sept. 7, 2004--Davel Communications, Inc. (OTCBB AVL - News) announced today the signing of a definitive agreement among Davel, MobilePro Corp. (OTCBB:MOBL - News) and the secured creditors of Davel, whereby the Telco division of MobilePro will acquire 100% of Davel's senior secured debt, in the approximate principal amount of $118 million, as well as approximately 95% of Davel's issued and outstanding common stock owned by its secured creditors. ADVERTISEMENT
The Davel acquisition represents for MobilePro the addition of approximately 42,000 payphones in over 25,000 locations around the United States. The financial terms of the transaction were not disclosed. The closing of the transaction is subject to final regulatory approvals, which are expected within the next 60 days.
Woody McGee, CEO of Davel, said, "We at Davel are excited that our existing customers will have a variety of services to access from MobilePro's service portfolio. The offerings we can now provide will strengthen our existing relationships by allowing Davel to offer a total package solution for local, long distance as well as payphone services. In addition, Davel will have the ability to offer a more competitive solution for future customers."
Jay Wright, MobilePro president and CEO, said, "We believe that Davel's payphone network gives MobilePro a tremendous real estate footprint for the deployment of Wi-Fi and/or Wi-Max wireless equipment and thus represents another major step in the execution of our strategic plan to become a leading next-generation telecommunications provider. Davel is led by Woody McGee, who we believe is an excellent chief executive with strong wireless experience and who I look forward to working with to implement the wireless network."
Kevin Kuykendall, MobilePro group president of Telco Operations, said, "Davel's 25,000 locations not only provide an excellent opportunity to deploy the new wireless technologies, but will also serve as a launching pad for additional services to be offered by MobilePro, such as local, long distance, Internet, VoIP and prepaid calling cards, which are not currently under contract with the locations. The Davel acquisition, coupled with our other recent acquisitions and announcements, will further enhance our revenue and earnings base, thus allowing us to move one step closer to achieving our goal of $120 million in annualized revenue by the end of 2004."
Provision was also made in the Agreement for the holders of common stock other than the secured creditors (the "Minority Stockholders"), whose holdings comprise approximately 4.8% of the outstanding Davel stock. MobilePro has agreed to purchase all of the shares of capital stock held by the Minority Stockholders within 180 days of the closing date of the acquisition by MobilePro of the Davel senior secured debt. The purchase price to be offered to the Minority Stockholders shall be an amount per share of not less than $0.015, which may be paid in cash or securities of MobilePro. The form of such purchase could be through a tender offer, a short-form merger, or some other means as MobilePro may determine. Prior to undertaking the purchase, MobilePro would retain an investment banker or other financial advisor to render an opinion that the terms of the purchase were fair, from a financial point of view, to the Minority Stockholders. MobilePro is required to deposit into a third-party escrow account at the closing of the transaction $450,000, which is the approximate amount necessary to purchase for $0.015 per share the shares of Davel stock currently held the Minority Stockholders. In the event that the purchase is not made within 180 days of the Closing, the amount held in escrow would be distributed pro rata to the Minority Shareholders.
The provisions in the Agreement for the benefit of the Minority Stockholders were determined by negotiations between MobilePro and a Special Committee of the Davel Board consisting of non-employee directors not affiliated with the senior secured lenders of Davel or with MobilePro. In connection with the approval of the Agreement by Davel, the financial advisors to the Special Committee delivered an opinion as to the fairness, from a financial point of view, of the consideration to be received by the Minority Stockholders, as provided under the Agreement.
A number of factors not under the control of the Company could affect the type and amount of consideration actually received by the Minority Stockholders from MobilePro, and the timing thereof. Further, the obligation of MobilePro to close the transaction and purchase the shares of the Minority Stockholders remains subject to the timely securing of certain regulatory approvals with respect to the proposed transaction from the public utilities commissions of several states. While the regulatory approvals are expected to be received in a timely manner, Davel shareholders should be aware that it is possible that, for some unforeseen reason, delay or failure in obtaining all necessary regulatory approvals could materially delay or prevent the closing of the transaction described above. Accordingly, it is not possible for the Company to state with certainty at this time the precise amount, type and timing of the consideration, if any, that ultimately may be received by the Minority Stockholders.
Posts: 196 | From: Moncton, NB Canada | Registered: Nov 2003
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Sorry, I didn't put that smilly face at the stock symbol. It just did it by itself.
Posts: 196 | From: Moncton, NB Canada | Registered: Nov 2003
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quote:Originally posted by MooseLite: Does anybody think that one of these 2 will move today?
Thanks
MOBL is one of the best penny stocks I have ever seen! There is no reason this stock won't be a 2 Billion dollar company in 5 years! There aren't too many small company's with management like this, ready to conquer the market. I really see MOBL being a major player in record time. It seems almost weekly, they are adding another piece of the puzzle together or another couple million in revenues and making great headway.
The problem with DAVL was their debt. I think this is playing against MOBL since the announcement and expect a shortfall in the short term... but in a short while, it'll come back. MOBL is still working on forming a nice long-term base.
I don't know for sure, but maybe somebody else knows, does MOBL have any Fund sponsorship? I figured that is what is keeping the price in the .20's range.
Posts: 12 | From: Saint Louis, MO | Registered: Jul 2004
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BETHESDA, Md., Sep 8, 2004 /PRNewswire-FirstCall via COMTEX/ -- MobilePro Corp. (OTC Bulletin Board: MOBL) announced today the signing of a letter of intent to acquire two Bridgeport, TX phone companies, Affordaphone, Inc. and Basicphone, Inc. MobilePro also announced that its previously announced letter of intent to acquire approximately $3 million of Teligent's long-distance business has been terminated.
The Affordaphone and Basicphone acquisitions are expected to add more than $12 million to MobilePro's annualized revenue and be accretive to calendar 2005 earnings. The financial terms of the transaction were not disclosed. The closing of the transactions are subject to customary closing conditions and are expected in the fourth quarter of 2004.
Jay Wright, MobilePro president and CEO, said, "Affordaphone and Basicphone are excellent fits for our growing Texas presence and, coupled with our pending acquisition of CommSouth, will provide a significant voice footprint for MobilePro in the Southwest. The transactions are accretive to our earnings and provide more than four times the revenue we would have had with the Teligent transaction. While we are naturally disappointed with the termination of the Teligent transaction, Rich Shorten of First Avenue and his team acted very professionally in ensuring that MobilePro still came out a winner from that deal."
Kevin Kuykendall, MobilePro group president of Telco Operations, said, "The Affordaphone and Basicphone acquisitions are good examples of the type of Competitive Local Exchange (CLEC) acquisitions we are focused on away from the large coastal cities. Because of our CloseCall acquisition and other announced transactions, the Affordaphone and Basicphone customers will have the ability to use us for all their telecommunication needs, including local, long distance, Internet and cellular, nationwide on a single invoice. We look forward to providing high-quality expanded service to the Affordaphone and Basicphone customers."
About MobilePro Corp.
MobilePro Corp. is a wireless technology and broadband telecommunications company based in Bethesda, MD with operations in Hurst, Houston, Dallas and Beaumont TX; Coshocton, OH; Kansas City, KS; Janesville, WI; Detroit, MI; and Shreveport, LA. The company is focused on creating shareholder value by developing innovative wireless technologies, acquiring and growing profitable broadband telecommunications companies and forging strategic alliances with well-positioned companies in complementary product lines and industries. With the signing of the Affordaphone and Basicphone LOIs and the termination of the Teligent LOI, MobilePro has announced closed deals, definitive agreements and pending letters of intent with cumulative expected 2005 calendar revenue of more than $136 million.
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World Trade Network Expected to Be Accretive to MOBL Earnings, Add Nearly $3 MM in Revenue
BETHESDA, Md., Sept. 15 /PRNewswire-FirstCall/ -- MobilePro Corp. (OTC Bulletin Board: MOBL) announced today that the company has closed its previously announced acquisition of World Trade Network, Inc. (http://www.wt.net ), an Internet services provider based in Houston, Texas. The deal is forecast to add nearly $3 million in annualized revenue and to be accretive to MobilePro's earnings. The terms of the transaction were not disclosed. The cash portion of the acquisition price was funded by proceeds from non-convertible debt financing. (Logo: http://www.newscom.com/cgi-bin/prnh/20040414/FLWLOGOLOGO ) Jay Wright, MobilePro president and CEO, said, "We are pleased to close this important acquisition for MobilePro. WT.Net represents a substantial opportunity to market to the large Asian-American community in general and Chinese community in particular. We also look forward to offering DSL and other broadband services plus cellular, local and long-distance voice services to the WT.Net customers, something for which they previously had limited availability. This transaction increases our revenue run rate to nearly $22 million for closed deals in 2004, along with approximately $114 million of other revenue, which we currently have under LOI or definitive agreement."
About MobilePro Corp. MobilePro Corp. is a wireless technology and broadband telecommunications company based in Bethesda, MD, with operations in Hurst, Houston, Dallas and Beaumont, TX; Coshocton, OH; Kansas City, KS; Janesville, WI; Detroit, MI; and Shreveport, LA. The company is focused on creating shareholder value by developing innovative wireless technologies, acquiring and growing profitable broadband telecommunications companies and forging strategic alliances with well-positioned companies in complementary product lines and industries. MobilePro has announced closed deals, definitive agreements and pending letters of intent with cumulative expected 2005 calendar revenue of more than $136 million.
For more information, contact MobilePro CEO Jay Wright at (301) 315-9040. For investor relations information, contact Frank Hawkins or Julie Marshall, Hawk Associates, at (305) 852-2383, email: info@hawkassociates.com . Detailed information about MobilePro can be found on the website http://www.mobileprocorp.com . An online investor kit including copies of MobilePro press releases, current price quotes, stock charts and other valuable information for investors may be found on the website http://www.hawkassociates.com .
This release contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which represent the company's expectations or beliefs concerning future events of the company's financial performance. These forward-looking statements are further qualified by important factors that could cause actual results to differ materially from those in the forward- looking statements, including the company's ability to obtain future financing on favorable terms, changes in the wireless and telecommunications industries that compel the company to alter its present business strategy, the company's ability to attract management capable of implementing the company's existing or future business strategy and the risk factors set forth in the company's SB-2 registration statement. Results actually achieved may differ materially from expected results included in these statements as a result of these factors or others. Additionally, while MobilePro expects regulatory approval shortly, shareholders should be aware that it is possible that for some unforeseen reason, failure or delay in obtaining regulatory approval could materially delay or prevent the closing of the transaction described above.
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AVL - News) announced today the signing of a definitive agreement among Davel, MobilePro Corp. (OTCBB:MOBL - News) and the secured creditors of Davel, whereby the Telco division of MobilePro will acquire 100% of Davel's senior secured debt, in the approximate principal amount of $118 million, as well as approximately 95% of Davel's issued and outstanding common stock owned by its secured creditors. 
