Exhibit 99.1
[LOGO] GOAMERICA(R)
CONTACTS:
GoAmerica
Laura Kowalcyk
Cubitt Jacobs & Prosek
lkowalcyk@cjpcom.com
212-279-3115 x209
GOAMERICA(R) FILES PRELIMINARY PROXY STATEMENT IN
CONNECTION WITH PROPOSED TRANSACTIONS; GOAMERICA(R)
ANNOUNCES PRELIMINARY THIRD QUARTER OPERATING RESULTS
HACKENSACK, N.J., October 11, 2007 - GoAmerica, Inc. (NASDAQ: GOAM), a provider
of communications services for people who are deaf, hard-of-hearing, or
speech-disabled, today announced the filing of a preliminary proxy statement
with the Securities and Exchange Commission ("SEC") associated with the
Company's previously announced pending acquisitions.
The preliminary proxy statement, which may be subject to SEC review prior to
distribution to GoAmerica's stockholders, includes several items for stockholder
consideration, including the main proposals to approve:
1) GoAmerica's acquisition of Verizon's Telecommunications Relay
Services division ("TRS") as previously announced on August 1, 2007;
and
2) GoAmerica's merger with Hands On Video Relay Services, Inc. ("Hands
On") as previously announced on September 12, 2007.
GoAmerica will utilize committed financing to be provided by funds managed by
Clearlake Capital Partners, LLC for such transactions. The TRS and Hands On
transactions will result in a change of control of GoAmerica, as more fully
described in the preliminary proxy statement.
GoAmerica expects to report third quarter revenues in its upcoming third quarter
Form 10-Q filing (which will be made in November 2007) of approximately $4.7 to
4.8 million and a net loss of approximately $800,000 to $900,000. The Company
has also renegotiated elements of its call center outsourcing agreement with
Stellar Nordia LLC which are expected to significantly improve the text relay
cost structure of the GoAmerica business and for the combined businesses if the
proposed transactions are consummated. GoAmerica should begin realizing these
improvements in the fourth quarter of 2007.
As described in the preliminary proxy filing, the acquisition of Verizon's TRS
division is subject to the receipt of regulatory approvals, and both the TRS and
Hands On
transactions are subject to the receipt of the approval of GoAmerica's
stockholders and other customary conditions, but are not subject to a separate
financing contingency. The Hands On merger is conditioned on consummation of the
acquisition of Verizon's TRS division.
About Telecommunications Relay Services
Telecommunications Relay Services ("telerelay services"), 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 telerelay services 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 CA 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 video relay services ("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.
Telerelay service 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 VRS throughout the country and is the second
largest VRS provider in the nation. Hands On 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. Hands On 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 GoAmerica 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 Partners is a private investment firm integrating private
equity, leveraged finance, and special situations in both private and public
market opportunities. Clearlake 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'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 and the preliminary third quarter and last twelve
months operating results -- 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 has filed a preliminary 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 and 10-K/A, previously filed with the
SEC, and is set forth in the proxy statement relating to the proposed
transactions.
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