Pacific Telesis Group to acquire wireless cable interest from Transworld Communications Inc. and Le Groupe Videotron Ltee

Business Wire, Nov 29, 1995

SALT LAKE CITY--(BUSINESS WIRE)--Nov. 29, 1995--Transworld Telecommunications Inc. (BSE:TWL;OTC:TTIW) Wednesday announced that it has entered into a definitive agreement whereby Pacific Telesis Group will acquire, for approximately $175 million, all of the stock of Wireless Holdings Inc. (WHI) and Videotron Bay Area Inc. (VBAI).

The consideration will be payable by delivery of $120 million of Pacific Telesis common stock and the assumption of approximately $55 million of debt to Videotron and Transworld. The transaction is intended to be tax free to the Transworld shareholders, who will receive shares of Pacific Telesis common stock in exchange for their Transworld stock on its liquidation.

Lance D'Ambrosio, president and chief executive officer of Transworld, said: "This transaction is a strategic step forward for the company and its shareholders. Pacific Telesis is a worldwide leader in the telecommunications industry and a leader in the development of wireless digital television.

"Our shareholders will now have the opportunity to participate in the future of the telecommunications industry as shareholders of Pacific Telesis."

The purchase price is subject to adjustments at closing, which is anticipated to occur in the spring of 1996 and is subject to several conditions, such as customary regulatory approvals and approval by shareholders of Transworld. Additionally, Pacific Telesis will reimburse the sellers for certain expenses associated with subscriber additions.

Private cable and wireline systems were excluded from this agreement and will be disposed of separately in the near future. The proceeds from this sale are not included in the purchase price.

Transworld Telecommunications is based in Salt Lake City and is owner, operator and developer of wireless cable television systems in the United States. Transworld owns 50 percent of Wireless Holdings, which owns cable assets and leases in San Francisco/San Jose, San Diego and Victorville, Calif.; Greenville, S.C.; and Seattle; and an operating system in Spokane, Wash., with approximately 6,300 subscribers.

In addition, Transworld owns 20 percent of Videotron Bay Area (Videotron USA owns 80 percent), the wireless cable system in Tampa, Fla., with approximately 6,300 subscribers. Wireless cable television service competes with traditional hard-wired cable systems and transmits satellite television channels to a small receiving antenna at subscriber locations via super-high frequencies.

Transworld Telecommunications is a public company, and the stock trades on the Boston Stock Exchange under the symbol TWL and on the over-the-counter market under the symbol TTIW.

Wasserstein Perella & Company Inc. served as a financial adviser to Transworld in this transaction.

CONTACT: Transworld Telecommunications Inc., Salt Lake City

Troy D'Ambrosio, 801/328-5619