Wireless Matrix Seeks Control of NorcomNetworks

Calgary-based Wireless Matrix Corporation (Wireless) has signed an agreement to buy NorcomNetworks Corporation (NorcomNetworks) from Telnor Mobile Communications AS (Telnor) of Oslo, Norway. Telnor owns approximately 90 per cent of NorcomNetworks, a Virginia-based corporation that provides real time, interactive wireless data services via satellite. The value of the transaction, which is scheduled to close on February 28, 2001, subject to regulatory and shareholder approvals, is approximately $150 million.

Wireless, a leading developer and value-added provider of global fax and data network services to corporate markets, plans to merge NorcomNetworks with one of its subsidiaries. Consideration for the transaction is a maximum of about 15.5 million common shares of Wireless, which number of shares may be reduced at the discretion of Wireless through the payment of up to US$18 million in cash.

Acting for Wireless is a team from Ballem MacInnes LLP in Calgary comprised of Brian Hughson, Keith Engel and Paul Edwards, with assistance provided by John Whelan, Bob Hoegle and Steve Burger of Carter, Ledyard & Milburn of New York and Washington DC. Ernst & Young Corporate Finance Inc. and Loewen, Ondaatje, McCutcheon Limited are acting as financial advisors to Wireless in connection with the proposed transaction.

Acting for NorcomNetworks and Telnor on the transaction in Canada are Goodmans LLP, with a team led by Jeffrey Singer and including Daniel Gormley, Joel Schachter and Jana Steele. US representation for NorcomNetworks is provided by Shaw Pittman in Virginia, with a team led by Andy Tucker and including Scott Brown, Justin Gray and Lisa Tomasetti. Telnor is represented in the US by Steve Peri of Peri & Stewart LLC and James Darrow of Sutherland Asbill & Brennan LLP. Chase Securities Inc. of Chicago is acting as financial advisor to NorcomNetworks in connection with the proposed transaction.