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EXHIBIT 99.1
AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT dated as of January 7, 2000 (this "Amendment") between Paging
Network, Inc., a Delaware corporation ("PageNet"), Arch Communications Group,
Inc., a Delaware corporation ("Arch"), and St. Louis Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Arch ("Merger Sub").
WHEREAS, PageNet, Arch and Merger Sub have previously entered into that
certain Agreement and Plan of Merger dated as of November 7, 1999 between
PageNet, Arch and Merger Sub (the "Merger Agreement"); and
WHEREAS, the respective Boards of Directors of PageNet, Arch and Merger
Sub have determined that it is in the best interests of PageNet or Arch, as the
case may be and its respective stockholders to amend the Merger Agreement as
hereinafter set forth and have duly approved this Amendment and authorized its
execution and delivery.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise defined herein,
shall have the meanings given them in the Merger Agreement, and each reference
in the Merger Agreement to "this Agreement", "hereof", "herein", "hereunder" or
"hereby" and each other similar reference shall be deemed to refer to the
Merger Agreement as amended hereby. All references to the Merger Agreement in
any other agreement between PageNet and Arch relating to the transactions
contemplated by the Merger Agreement shall be deemed to refer to the Merger
Agreement as amended hereby.
2. Section 6.1(d)(v) of the Merger Agreement is hereby amended by
replacing the reference to "15%" with "20%".
3. Section 6.17 of the Merger Agreement is hereby amended by replacing
the reference to "$1.5 billion" with "$1.3 billion".
4. Section 7.1(f) of the Merger Agreement is hereby amended by replacing
the reference to "$1.5 billion" with "$1.3 billion".
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
the duly authorized officers of the parties to this Amendment as of the date
first written above.
PAGING NETWORK, INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
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Name: Xxxx X. Xxxxxx, Xx.
Title: Chairman of the Board and
Chief Executive Officer
ARCH COMMUNICATIONS GROUP, INC.
By: /s/ X.X. Xxxxx, Xx.
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Name: X.X. Xxxxx, Xx.
Title Chairman of the Board and
Chief Executive Officer
ST. LOUIS ACQUISITION CORP.
By: /s/ X.X. Xxxxx, Xx.
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Name: X.X. Xxxxx, Xx.
Title Chief Executive Officer
