[February 15, 2005] U.S. Wireless Online and AIR2LAN to Combine Tweet LOUISVILLE, Ky. and JACKSON, Miss., Feb. 15 /PRNewswire-FirstCall/ -- U.S. Wireless Online, Inc. (BULLETIN BOARD: UWRL) (website: http://www.uswirelessonline.com/), and AIR2LAN, Inc. (http://www.air2lan.com/) today announced that they have entered into a formal agreement to unite their businesses. The transaction represents a merger of two of the nation's premier wireless broadband Internet solutions providers, creating one of the largest Wireless Internet Broadband companies in the United States. Under terms of the transaction, AIR2LAN will receive restricted shares of US Wireless Online Preferred Stock in exchange for its' assets, liabilities, and customer base. The companies expect to close the transaction on or before February 28, 2005. When combined, AIR2LAN and US Wireless (which recently acquired MJS Holdings, United Broadband Networks and YYireless1.net), will serve thousands of corporate, municipal, government, and institutional customers and will generate approximately $5 million in annualized revenue. The new Company will leverage increased economies of scale and be positioned to accelerate growth organically in its existing markets and by expanding its wireless broadband Internet footprint. The Company also intends to leverage its prominence in the broadband wireless industry to pursue additional strategic acquisitions. AIR2LAN, headquartered in Jackson MS, operates in Mississippi, Alabama, Louisiana, Tennessee, Arkansas and Texas. AIR2LAN also brings a proven management team with vast experience in wireless technology to the combined Company. US Wireless Online, headquartered in Louisville KY, operates in Kentucky, Georgia, Pennsylvania, Ohio, and Indiana. Both companies have established themselves as leading providers in the fixed wireless broadband sector, including high speed broadband Internet access, Voice over Internet Protocol (VoIP), wireless mobility services including Wi-Fi local and campus area networks, and a broadband wireless security system aimed at homeland security, transportation, and video surveillance applications. Upon completion of the transaction, Jai Bhagat, co-founder and former Vice Chairman and CEO of SkyTel Communications, Inc. and Chairman and Founder of AIR2LAN, will become Executive Chairman of the Board of US Wireless Online. Rick E. Hughes, current CEO of US Wireless Online, will remain as a director and CEO of the Company, and Mark E. Rodgers, current CEO of AIR2LAN, will become President and join the US Wireless Online Board of Directors. Thomas J. Busic, current COO of US Wireless Online, will remain as a director and COO, and Michael D. Marlowe, current CDO (Chief Development Officer) of US Wireless Online, will remain as a director and CDO. David Latham, Current AIR2LAN Board member and a Partner at Delta Capital Management, LLC (http://www.deltacapital.com/), will join the US Wireless Online board of directors. Biographical information on the new members of senior management and additions to the Board of Directors follows: Jai P. Bhagat, Executive Chairman, US Wireless Online. Mr. Bhagat is the founder and Executive Chairman of Air2Lan. Previously, he was a co-founder of SkyTel Communications, Inc., where he served as Vice Chairman and CEO prior to SkyTel's merger with MCI. Mr. Bhagat also served as Chairman of the "License Exempt" sector of the Wireless Communications Association International (WCA) trade association, which represents the broadband wireless industry. He has served as Chairman and a board member of both the Personal Communications Industry Association (PCIA) and American Mobile Satellite Corporate (now Motient), and he currently serves on the boards of several wireless communications based companies. In addition, Mr. Bhagat served as Chairman of the Board of SmartSynch, Inc., a wireless data solutions company that enables two-way communications among corporate assets, people, devices and systems. In March 2002, he was included on Rutberg & Company's "Wireless Influencers: 2002" list. Mr. Bhagat was inducted into the RCR Wireless Hall of Fame for his significant contributions to the wireless industry, and he is a fellow member of the Radio Club of America. Past industry awards include the PCIA Chairman's Award, the Radio Club Sarnoff Citation, and RCR's Personality of the Year -- all for his outstanding contributions to the development of the wireless industry. He also received Mobile Insights, Inc.'s Mobility Award for outstanding personal achievement, and the Mobility Award for the development of the SkyTel 2-Way Network. Mark E. Rodgers, Director and President, US Wireless Online. Before joining Air2Lan, Mr. Rodgers was CEO of SmartSynch, Inc., a wireless data solutions company that enables two-way communications among corporate assets, people, devices, and systems. Mr. Rodgers is a veteran in the wireless data services industry, having previously served as Vice President of Fixed Wireless, a business unit of SkyTel Communications. He founded the Fixed Wireless division in 1995 and was responsible for sales, marketing, strategic alliances, technology development, customer service and operations. Earlier, Mr. Rodgers served as Vice President of Business Development for SkyTel and was part of the company's two-way paging launch team, the first of its kind in the world. At SkyTel International, he served as Director of Business Development, with responsibility for joint venture paging companies in Europe and Asia. The company built and operated twenty-six national paging companies throughout the world, all of which were integrated into a global messaging network. Prior to joining SkyTel, Mr. Rodgers was a manager in Arthur Andersen's Management Information Consulting Division, during which time he was responsible for the design, development, installation, testing and conversion of large-scale information systems. He has served as Chairman of the Personal Communications Industry Association's Marketing Committee and the Research Advisory Board for Mississippi State University, where he earned a degree in Chemical Engineering. David B. Latham, Director, US Wireless Online; Partner, Delta Capital Management, LLC. Mr. Latham, who joined Delta Capital in 1997, focuses on all phases of the investment process, from the initial analysis to participating as a director. His responsibilities include the identification and evaluation of opportunities, the development of investment term sheets, and the monitoring and advisement of portfolio companies. Before joining Delta, he held strategic planning and business development positions with Chevron Pipeline Company, where his responsibilities included strategic planning and business development for Chevron's Natural Gas and LPG pipelines. Prior to Chevron Pipeline, Mr. Latham worked in the finance and strategic planning group for Chevron's Gulf of Mexico operations, which generated annual revenue of more than $1 billion and had a capital budget in excess of $500 million. He managed the strategic planning process and was responsible for reviewing the economic viability of all capital projects. Prior to his strategic planning roles, Mr. Latham spent five years in production operations at Chevron. He received his MBA with honors from Tulane University in New Orleans and his BS in Engineering cum laude from Mississippi State University. Mr. Latham currently serves on the boards of a number of Delta's portfolio companies, including Comprehensive Pharmacy Services, Inc.; Air2Lan, Inc.; Xtreme Energy, Inc.; ContourMed, Inc.; and Geobot, Inc. He is also responsible for investments in Emageon, Inc. and cMore Medical Solutions, Inc. About AIR2LAN, Inc. AIR2LAN, based in Jackson, Miss., was founded in December 1999. The company provides broadband Internet access, wireless local area networks (WLAN), Wi-Fi roaming services, point-to-point connectivity, and value-added Internet services to businesses, residential complexes, hotels, and municipal governments. AIR2LAN currently offers its services in Jackson, Mississippi; Memphis, Tennessee; Montgomery, Alabama; New Orleans and Monroe, Louisiana; and Houston, Texas. Satellite markets include Vicksburg, Yazoo City, Greenville, Greenwood and Clarksdale in Mississippi; and West Memphis in Arkansas. AIR2LAN's broadband solutions include VoIP, wireless video and security systems, and broadband mobility offerings. More information can be found at http://www.air2lan.com/. About US Wireless Online, Inc. U.S. Wireless Online owns and operates one of the nation's largest wireless Internet broadband networks with a coverage area, including recently announced acquisitions, of approximately 3,000 square miles. The Company provides wireless "last mile" high-speed Internet access (a wireless connection from a major trunk line to a customer's location) in the rapidly growing wireless broadband industry. U.S. Wireless Online is headquartered in Louisville, Kentucky, where it also owns and operates a carrier-grade network operations center (NOC). More information can be found at http://www.uswirelessonline.com/. This press release contains certain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Expressions of future goals and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those currently anticipated. Factors that could cause or contribute to such differences include, but are not limited to, market acceptance of products and technologies, competitive factors, the Company's ability to continue to secure sources of financing and other factors described in the Company's filings with Securities and Exchange Commission. The Company undertakes no obligations to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this press release. Media Contact: AIR2LAN, Inc. Mark E. Rodgers, CEO (601) 713-8305 [email protected] US Wireless Online, Inc. Rick E. Hughes, CEO (502) 213-3700, ext. 3708 [email protected] US Wireless Online, Inc. CONTACT: Mark E. Rodgers, CEO of AIR2LAN, Inc., +1-601-713-8305,[email protected]; or Rick E. Hughes, CEO of US Wireless Online, Inc.,+1-502-213-3700, ext. 3708, [email protected] Web site: http://www.deltacapital.com/ Web site: http://www.air2lan.com/ Web site: http://www.uswirelessonline.com/ [ Back To TMCnet.com's Homepage ]