Teletouch Communications, Inc. (AMEX:TLL) announced today that the Company's Board of Directors, having completed its review of the presentation given by the independent valuation advisory firm, Howard Frazier Barker Elliot, Inc. ("HFBE") as to the fairness of the sale of TLL's paging assets and operations to the Company's shareholders from a financial point of view, and has provided its consent and approval to proceed with the transaction. As reported on August 24, the Company entered into an Asset Purchase Agreement ("APA") with a private Fort Worth, Texas, investment limited partnership (the "Buyer"), to sell all of TLL's paging business assets and operations. The agreed purchase price is $5.2 million. The closing of the transaction is now subject to final approval by TLL's shareholders and federal regulators, as well as customary closing conditions, and is expected to close on or about September 30, 2005. Also as previously reported, the Company evaluated TLL's future business direction and assessed the value of its paging business. Based in part upon that analysis, the Company determined that it was in the shareholders' best interests to divest TLL's paging business in its entirety through an asset sale transaction. A special committee of the Company's independent Board of Directors hired HFBE to provide assistance and guidance to the Board for the purposes of completing an independent evaluation of the sale of the paging business and render an opinion as to the transaction's fairness to the Company's shareholders from a financial point of view. The Board's approval to close this transaction was subject to the final results of the independent Fairness Opinion, such results and presentation provided to the Board by HFBE on August 26, 2005. Hyde stated, "We are pleased that the Board has provided its consent and approval to continue with the transaction. As we reported previously, divesting the paging business will remove a large portion of the uncertainty about Teletouch's future operation and provide greater visibility to the success of our new business efforts. We will continue these efforts with the increased financial ability to expand our sales channels, complete proprietary product development and seek acquisitions that will increase shareholder value." About Howard Frazier Barker Elliot, Inc. Founded in 1991, HFBE is an investment banking, business valuation and financial advisory firm providing a range of financial services to both public and private businesses in a wide range of industries. In addition to fairness opinions and valuations, HFBE also provides merger and acquisition advisory services, real estate financing, private placements of debt and equity, senior debt financing, litigation support and general financial advisory services. HFBE has 27 professionals with offices in Houston and Dallas. About Teletouch Teletouch Communications, Inc., a proven U.S. leader in wireless messaging and related network management, provides a complete suite of mobile asset tracking solutions using sophisticated, yet cost-effective GPS-based hardware and software products for fleets, hazardous materials and "worker-down" emergency notification applications. In addition to its telemetry business, Teletouch offers two-way radio communications, cellular and wireless messaging services throughout the United States. Teletouch's common stock is traded on the American Stock Exchange under stock symbol: TLL. Additional product, business and financial information for Teletouch is available at www.Teletouch.com. This release contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended, that are based on management's exercise of business judgment as well as assumptions made by and information currently available to management. When used in this document, the words "may," "will," "anticipate," "believe," "estimate," "expect," "intend," and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. Negotiations with respect to the transaction that are the subject of this release are ongoing and may result in significant modifications to the transaction. There can be no assurance that the transaction that is the focus of this release will be concluded, or if concluded that it will be concluded on terms currently contemplated. These statements reflect our current view of future events and are subject to certain risks and uncertainties as noted in our securities and other regulatory filings. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements. We undertake no obligation and do not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Many factors could cause actual results to differ materially from our forward-looking statements.
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