EXHIBIT 1
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TOUCH TONE AMERICA
AND ARCADA COMMUNICATIONS
SIGN MERGER AGREEMENT
_________________________________________________________________________
FOR IMMEDIATE RELEASE
Contact: Xxxxxxx X. Xxxxxx, President & CEO, Touch Tone America, (602)
874-4500 or Xxxxx Xxxxxxx, President & CEO, Arcada
Communications, (000) 000-0000 or Xxx Xxxxxx or Xxx Xxxx, RCG
Capital Markets Group, Inc. (000) 000-0000
(NOVEMBER 15, 1996) - PHOENIX, ARIZONA - Touch Tone America, Inc. (NASDAQ:
TONE), a provider of business communications services, including long
distance, local access and Internet services, and S.V.V. Sales, Inc., d/b/a
Arcada Communications, a privately-held company based in Seattle,
Washington, today announced the signing of a Merger Agreement. Arcada
Communications is a growing provider of long distance voice and data
telecommunications services in 17 states and has recently begun reselling
cellular airtime and providing long distance and other services to cellular
telephone users. Arcada offers a broad array of services designed to
provide discount telecommunications services to small and medium-sized
commercial customers and residential users.
Under the terms of the Merger Agreement, each share of Arcada
Communications common stock will be converted into 250 shares of Touch Tone
America common stock and a 1-year 8% unsecured promissory note in the
amount of $30. Upon consummation of the merger, Arcada Communications
shareholders will own an aggregate of 12,500,000 shares of Touch Tone
America common stock, representing over 70 percent of the outstanding Touch
Tone America Common Stock, and $1.5 million in promissory notes.
Completion of the transaction is subject to numerous closing conditions,
including Touch Tone America and Arcada Communications shareholder
approval. Upon completion of the transaction, Arcada will operate as a
wholly-owned subsidiary of Touch Tone America.
Xxxxxxx X. Xxxxxx, President of Touch Tone America commented "The synergies
created by
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bringing the two companies together will better position Touch Tone as a
"combined telecommunications services provider" with capabilities in the
Internet access, long distance, cellular and local access markets. The
addition of Arcada positions Touch Tone for growth and the ability to
develop greater market share. Combining the two companies will positively
impact our business and enhance shareholder value."
The Merger Agreement also contemplates that, at closing, Xxxxxxx X.
Xxxxxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxxxx X. Xxxxxxxx,
directors of Touch Tone America, will resign and that Xxxxxx Xxxxxxxxxx,
Xxxxx Xxxxxxxxxx and Xxxxx X. Xxxxxxx, current directors of Arcada
Communications, together with another individual to be designated by Arcada
will be appointed to the board of directors of Touch Tone America. Xxxxxxx
X. Xxxxxx will resign as President and Chief Executive Officer of Touch
Tone America, but will continue as a director and consultant to Touch Tone
America.
Xxxxxx Xxxxxxxxxx, Chairman of Arcada Communications, and Xxxxx Xxxxxxx,
President of Arcada Communications, will assume the same executive
positions at Touch Tone America upon completion of the merger. Additional
Arcada executives joining Touch Tone America will bring over 100 years of
collective experience in the telecommunications industry to the Company.
Touch Tone America, Inc. is a Scottsdale, Arizona-based company offering
business communications services which include, long-distance, local
access, paging and Internet access services through its wholly-owned
subsidiary GetNet International, Inc.
THIS PRESS RELEASE INCLUDES STATEMENTS WHICH MAY CONSTITUTE FORWARD LOOKING
STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISION OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. THIS INFORMATION MAY INVOLVE
RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE FORWARD LOOKING STATEMENTS. FACTORS WHICH WOULD CAUSE
OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO FACTORS
DETAILED IN THE COMPANY'S SECURITIES AND EXCHANGE COMMISSION FILINGS.
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