Exhibit 99.2
Press Release
IMMEDIATE RELEASE: NEWS
June 27, 1995 Nasdaq National Market - RNDM
ENTEX INFORMATION SERVICES MODIFIES CASH OFFER FOR RANDOM ACCESS
Random Access Likely to Post Loss for Quarter Ended May 31, 1995
DENVER (June 27) BUSINESS WIRE -June 27, 1995--ENTEX Information
Services, Inc. and Random Access, Inc. (Nasdaq National Market - RNDM)
today announced that the two companies have revised the definitive
agreement announced May 15,1995, under which ENTEX will acquire Random
Access in a cash merger.
The revisions reflect a new purchase price of $3.25 per share in cash,
versus ENTEX's original offer of $3.50 per share. With about 6.76
million Random Access shares outstanding, including payments for
outstanding options, the deal now has an indicated value of
approximately $22,000,000.
The revision of the agreement followed discussions between the two
companies after it was determined that Random Access would most likely
incur a significant loss for the quarter ended May 31, 1995, which
would cause Random Access to fail to satisfy certain conditions to the
consummation of the original agreement, including the requirement that
the Company have a specified minimum tangible net worth as of the end
of the quarter. The tangible net worth condition, and certain other
provisions of the original offer, have been amended in the new
agreement.
The board of directors of Random Access has approved the revised
agreement and reaffirmed that it will recommend that Random Access
shareholders vote in favor of the merger at a special shareholders
meeting to be held later this summer. The board has received an
opinion from its financial advisors, Chatfield Dean & Co., Inc., that
the proposed merger is fair, from a financial point of view, to its
shareholders. The merger is contingent on regulatory clearance and
approval by a two-thirds majority of Random Access shareholders.
According to ENTEX President John McKenna, "We continue to view our
intended acquisition of Random Access as a good strategic move for
ENTEX. We get an outstanding employee and customer base, broaden our
national geographic coverage and build our service expertise in the
areas of training and videoconferencing."
Upon a favorable vote from shareholders, both parties anticipate that
the transaction will close in August, 1995. Upon the closing, ENTEX
will acquire 100% of the assets and liabilities of Random Access.
Richard Crawford, president of Random Access, said, "This merger will
benefit our customers through the combination of our experienced
people and established customer base with ENTEX's proven systems and
processes, and their excellent relationships with the top-tier vendors
and manufacturers."
The acquisition of Random Access would make ENTEX the largest direct
provider of personal computers and related services to corporate
America. The combined organizations would have annual revenues
approaching $1.8 billion, 72 locations throughout the country and
3,600 employees.
Based in Rye Brook, N.Y., ENTEX Information Services is the nation's
premier provider of PC and network solutions for the technology
challenges of large corporations and government agencies. ENTEX
operates in major metropolitan regions across the United States and
provides global coverage through strategic international alliances.
The Company works with large, information-intensive organizations to
control and maximize the value of their investment in information
technology.
Random Access provides PC systems and services to large volume
customers in the Western U.S. region, including microcomputer hardware
and software; local- and wide- area networking systems, design and
support; videoconferencing and telecommunications consulting; high
performance workstations; and service, training/education and support.
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CONTACTS:
Random Access, Inc. ENTEX Information Services
Richard A. Crawford Rich Schineller
303/752-5030 914/935-3684
Pfeiffer Public Relations, Inc. Mintz & Hoke PR
Kim Smith Jim Bierfeldt
303/393-7044 203/679-9713