Exhibit 99.1
[GoAmerica Logo]
CONTACTS:
GoAmerica
Laura Kowalcyk
Cubitt Jacobs & Prosek
lkowalcyk@cjpcom.com
212-279-3115 x209
Hands On Video Relay Services, Inc.
Traci Kantowksi
Carry On Communications
(630) 871-6629
Clearlake Capital Group
Kristin Celauro
Owen Blicksilver PR, Inc.
Kristin@blicksilverpr.com
732-433-5200
GOAMERICA(R) ANNOUNCES AGREEMENT TO MERGE WITH HANDS ON
VIDEO RELAY SERVICES, INC.
Transaction Will Enhance Strengths in Telecommunications Relay, Wireless, and
Interpreting Services
HACKENSACK, N.J., September 12, 2007 - GoAmerica, Inc. (NASDAQ: GOAM), a
provider of communications services for people who are deaf, hard-of-hearing, or
speech-disabled, today announced the execution of a definitive merger agreement
with Hands On Video Relay Services, Inc. for $35.0 million in cash and 6.7
million shares of GoAmerica common stock.
Based on the closing price of GoAmerica's stock on September 11, 2007, the total
consideration is approximately $69 million. The Hands On merger is conditioned
on consummation of GoAmerica's acquisition of Verizon's Telecommunications Relay
Services Division, which was announced on August 2, 2007.
Hands On Video Relay Services, Inc. ("Hands On"), a privately held company
headquartered in Rocklin, California, is a growing and prominent provider of
Video Relay Services ("VRS"). The company provides audio and video
communications that allow deaf and hard-of-hearing people to communicate
effectively and naturally with the hearing world by linking callers, via the
Internet, to certified Video Interpreters who interpret between the visual
language of American Sign Language ("ASL") and the
auditory language of a hearing person. The company offers video relay services
under the Hands On brand and privately labeled for AT&T and Sprint, as well as
community-based sign language interpreting services.
"This transaction, coupled with the pending purchase of Verizon's
Telecommunications Relay Services business that we announced in early August,
strengthens GoAmerica's position in the market and broadens the choice of
communications options for our customers," said Dan Luis, CEO of GoAmerica.
"These transactions, together with the financing that we have negotiated,
strengthen our balance sheet and position us to continue delivering innovative,
high-quality communications services to the deaf, hard of hearing, and
speech-disabled market."
On a pro-forma, trailing twelve month basis ending June 30, 2007, the
combination of GoAmerica, Verizon TRS, and Hands On would have generated
approximately $105 million in revenue. Additional financial information will be
described in more detail in future filings by GoAmerica with the Securities and
Exchange Commission.
Ronald Obray, Founder and CEO of Hands On, stated, "Our investors and management
team found common ground with GoAmerica because of our shared vision for
breaking down barriers between deaf or hard-of-hearing people and the hearing
community. Together we will continue to build a world-class company, focused on
language and communications services for people who are deaf or hard of hearing.
We are excited about combining Hands On's strengths in video relay and community
interpreting with GoAmerica's strengths in text relay and wireless
communications."
Edmond Routhier, Chairman & President of Hands On, stated, "With this merger,
our mission of delivering the highest quality interpreting service is now fully
supported by a combined company with significant scale, and by financial
partners committed to continued growth and service excellence. The merger is
positive for the deaf and hard-of-hearing community and the employees of the
combined company, who will benefit from expanding career opportunities and enjoy
the personal reward of creating an equal playing field for our loyal users."
Transaction Sponsorship
As previously announced on August 2, 2007, in connection with capital committed
to fund GoAmerica's acquisition of Verizon's Telecommunications Relay Services
Division, GoAmerica received a time-specific, contingent financing commitment
for a follow-on transaction. The Hands On transaction will be financed through
$5 million of committed equity financing and $40 million of committed senior
debt financing, funded in each case by Clearlake Capital Group ("Clearlake
Capital"); this brings the total Clearlake Capital financing commitment to
GoAmerica to $110 million in equity and debt. Concurrently with the execution of
the Hands On definitive agreement, but subject to certain closing conditions,
Clearlake Capital:
o Agreed to purchase an additional 967,118 shares of GoAmerica Series
A preferred stock at a previously negotiated price of $5.17 per
share; and
o Provided GoAmerica with a commitment letter for $40 million of
senior debt financing to be raised for the closing of the Hands On
transaction.
The issuances of Series A preferred stock described in this press release, as
well as the asset purchase and merger transactions, are subject to stockholder
approval.
Certain Approvals
The Verizon acquisition is subject to the receipt of regulatory approvals and
both the Verizon acquisition and Hands On merger are subject to the receipt of
the approval of GoAmerica's shareholders and other customary conditions, but are
not subject to a separate financing contingency. The Hands On merger is
conditioned on consummation of the Verizon acquisition. Both transactions, as
well as the financings, will be more fully detailed in future filings by
GoAmerica with the Securities and Exchange Commission.
Board and Management
Following the close of the Hands On transaction, GoAmerica's Board of Directors
will consist of eight members. Continuing directors from GoAmerica include Aaron
Dobrinsky, who will continue to serve as Chairman of the combined company, Dan
Luis, who will continue to serve as CEO of the combined company, and Behdad
Eghbali, Partner from Clearlake Capital Group. Steven Chang, also a Partner from
Clearlake Capital will join the Board upon closing of the contemplated
transactions.
Edmond Routhier, President of Hands On, will serve as President of the combined
company and also as a director. Additional Board members from Hands On include
Bill McDonagh and Steve Eskenazi. Together, the Board will identify and select
an additional independent director.
Additional management positions will be announced when the transaction closes
and remain subject to the parties' completion of an integration plan for the
businesses.
Business Integration Planning
In connection with these transactions, GoAmerica is increasing its investment in
integration planning by adding team members who are focused exclusively on
integration. "Our integration team is already off to a rigorous start with
Verizon's team. We're focused on detailed planning, ensuring that our
integration timetables are well-founded and that all milestones are achieved on
schedule," said Dan Luis. "We look forward to incorporating the Hands On team
into this process and achieving the strategic goals of the combined company."
Advisors
JMP Securities acted as exclusive financial advisors to Hands On in this
transaction.
About Telecommunications Relay Services
Telecommunications Relay Services ("TRS"), created by Title IV of the Americans
with Disabilities Act of 1990 ("ADA"), enables an individual with a hearing or
speech disability to communicate by telephone or other device through the
telephone system with a person without such a disability through a
communications assistant ("CA") at a relay center.
Internet-based TRS are delivered in both text- and video-based forms. Text
services, often called "IP relay", enable deaf or hard of hearing callers to use
a Web-connected computer or wireless handheld device to place calls, which are
connected to a relay operator. The relay operator calls the voice number and
then verbally speaks the text message typed by the deaf caller to the hearing
recipient and types the hearing party's responses back to the deaf party.
Using VRS, a deaf caller begins a call by communicating directly with a sign
language interpreter over a live video connection, either on a webcam-equipped
PC or a set-top videophone; the interpreter places the call on the deaf person's
behalf, and translates the sign language into audible speech for the hearing
person, and back into sign language for the deaf caller. This real-time call
enables a deaf person to have phone conversations with hearing friends, family,
and colleagues more naturally using sign language.
TRS providers, such as GoAmerica, receive reimbursement either directly from
state contracts, or from a pool of funds, collected from telephone carriers by
the Federal Communications Commission ("FCC") and administered by the National
Exchange Carriers Association ("NECA"), based on the number of conversation
minutes handled by each provider.
About Hands On Video Relay Services, Inc.
Hands On is a recognized leader in Video Relay Services throughout the country.
The company is the second largest VRS provider in the nation. The company has
been serving the needs of the Deaf and Hard of Hearing community since 1992 when
it first established Hands On Sign Language Services, Inc., a community based
sign language services agency. The company is committed to removing
communication barriers for Deaf and Hard of Hearing individuals while providing
quality services they can rely on. Hands On is a linguistically diverse company
that employs both Deaf/Hard of Hearing and hearing employees.
About GoAmerica
GoAmerica provides a wide range of wireless and relay communications services,
customized for people who are deaf, hard-of-hearing, or speech-disabled. The
Company's vision is to improve the quality of life of its customers by being
their premier provider of innovative communication services. For more
information on the Company or its services, visit http://www.goamerica.com or
contact GoAmerica directly at TTY 201-527-1520, voice 201-996-1717 or via
Internet Relay by visiting http://www.i711.com.
About Clearlake Capital Group
Clearlake Capital Group is a private investment firm integrating private equity,
leveraged finance, and special situations in both private and public market
opportunities. Clearlake Capital seeks to partner with world-class management
teams to invest in businesses going through change or expansion with patient
long-term capital. The firm has a flexible mandate to invest across the capital
structure in corporate divestitures, recapitalizations, restructurings, going
private buyouts and minority equity investments. Clearlake Capital's founding
principals, Steven Chang, Behdad Eghbali, and Jose Feliciano, have led over 30
investments totaling more than $3 billion of capital in sectors including
business services, communications and media, energy and power, healthcare,
manufacturing, retail/consumer and technology.
Safe Harbor
The statements contained in this news release that are not based on historical
fact -- including statements regarding the anticipated results and effects of
the pending acquisitions -- constitute "forward-looking statements" that are
made in reliance upon the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of forward-looking terminology such as "may", "will", "expect",
"estimate", "anticipate", "continue", or similar terms, variations of such terms
or the negative of those terms. Such forward-looking statements involve risks
and uncertainties, including, but not limited to: (i) our limited operating
history; (ii) our ability to respond to the rapid technological change of the
wireless data industry and offer new services; (iii) our dependence on wireless
carrier networks; (iv) our ability to respond to increased competition in the
wireless data industry; (v) our ability to integrate acquired businesses and
technologies; (vi) our ability to generate revenue growth; (vii) our ability to
increase or maintain gross margins, profitability, liquidity and capital
resources; and (viii) difficulties inherent in predicting the outcome of
regulatory processes. Such risks and others are more fully described in the Risk
Factors set forth in our filings with the Securities and Exchange Commission.
Our actual results could differ materially from the results expressed in, or
implied by, such forward-looking statements. GoAmerica is not obligated to
update and does not undertake to update any of its forward looking statements
made in this press release. Each reference in this news release to "GoAmerica",
the "Company" or "We", or any variation thereof, is a reference to GoAmerica,
Inc. and its subsidiaries. "GoAmerica", the "GoAmerica" logo, "i711", and the
"i711.com" logo, and "Relay and Beyond" are registered trademarks of GoAmerica.
"i711.com" and "i711 Wireless" are trademarks and service marks of GoAmerica.
Other names may be trademarks of their respective owners.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT:
In connection with the proposed acquisition of the assets of Verizon's TRS
Division, the proposed acquisition of Hands On and the proposed equity
financings described herein, GoAmerica will file a proxy statement with the
Securities and Exchange Commission (the "SEC"). INVESTORS AND STOCKHOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES TO
THE PROPOSED TRANSACTIONS.
Investors and stockholders may obtain a free copy of the proxy statement (when
available) and other relevant documents filed with the SEC from the SEC's
website at www.sec.gov. GoAmerica's stockholders and other interested parties
will also be able to obtain, without charge, a copy of the proxy statement and
other relevant documents (when available) by directing a request by mail to the
Company at 433 Hackensack Avenue, Hackensack, New Jersey 07601, or by telephone
to (201) 996-1717.
GoAmerica and its directors and officers may be deemed to be participants in the
solicitation of proxies from GoAmerica's stockholders with respect to the
proposed transactions. Information about GoAmerica's directors and officers and
their ownership of GoAmerica common stock is set forth in the GoAmerica proxy
statements and Annual Reports on Form 10-K, previously filed with the SEC, and
will be set forth in the proxy statement relating to the proposed transactions
when it becomes available.
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