RISK FACTORS PROPOSED SHARED TECHNOLOGIES FAIRCHILD MERGER Tel-Save Holding, Inc. (the "Company") entered into the Agreement and Plan of Merger (the "Shared Technologies Merger Agreement"), dated as of July 16, 1997, among the Company, a subsidiary of...Proposed Shared Technologies Fairchild Merger • September 2nd, 1997 • Tel Save Holdings Inc • Radiotelephone communications
Tel-Save Holding, Inc. (the "Company") entered into the Agreement and Plan of Merger (the "Shared Technologies Merger Agreement"), dated as of July 16, 1997, among the Company, a subsidiary of the Company and Shared Technologies Fairchild Inc. ("Shared Technologies"), pursuant to which, among other things, Shared Technologies would be merged ("Shared Technologies Merger") with and into a subsidiary of the Company and thereby become a wholly owned subsidiary of the Company, and the outstanding Shared Technologies Common Stock (the "STF Common") would be converted into such number of shares of the Company's Common Stock as equals the quotient (the "Exchange Ratio") of (a) $11.25 plus the product of (x) .3 times (y) the amount, if any, by which the average closing price per share of the Company's Common Stock on the Nasdaq National Market for the fifteen consecutive trading days ending on the trading day three trading days immediately preceding the date of the closing of the Shared Techno
