ALEXANDRIA, Va. & DALLAS--(BUSINESS WIRE)--April 2, 2001-- Metrocall, Inc. (Nasdaq:MCLLC) and WebLink Wireless, Inc. (Nasdaq:WLNK) today announced that they have signed a definitive merger agreement.

Currently, Metrocall is the nation's second-largest wireless messaging company with approximately 6.2 million subscribers and is the leading distributor of advanced two-way messaging devices. At present, WebLink is the fourth-largest wireless messaging company with approximately 2 million subscribers and owns and operates a national and international ReFLEX 25ª two-way messaging network that covers approximately 90 percent of North America's population.

The combined new company intends to focus on marketing two-way messaging products and services, serving eight million subscribers, with offices in 40 states, utilizing more than 20,000 points of distribution and employing some 5,000 persons, including a sales force of more than 1,600 professionals. The merger transaction is estimated to result in a combined new company with total net revenues in excess of $700 million and is estimated to generate significant operating expense and capital expenditure synergies.

"This is an outstanding combination of two companies that have worked closely together in the past toward the development of a nationwide two-way messaging network. The merger will create a leader in the wireless data and messaging industry with the distribution and strategic alliances to take advantage of the positive trends in advanced messaging and telemetric services," said William L. Collins III, Metrocall's Chairman and CEO. "We believe that this merger provides the best opportunity for our company to recapitalize and go forward on a long-term sustainable basis."

"This merger should create a market and technology leader with a very experienced management team, attractive wireless data growth, and strong distribution. Assuming the looked-for recapitalization and the expected significant synergies, the combined company should benefit from sharply reduced leverage," said John D. Beletic, WebLink's Chairman and CEO.

In conjunction with the merger, Metrocall and WebLink will seek to restructure their outstanding debt and implement the transaction through prearranged plans of reorganization under chapter 11. The stakeholders of each company will receive 50% of the common stock of the new company, to be distributed in a manner determined by each company's plan of reorganization. The parties expect to file their chapter 11 cases and plans concurrently on or before May 15, 2001.

The plans contemplate the payment in full of all existing secured bank debt via a new consolidated bank facility of the new company. Completion of the transaction is subject to a number of conditions, including the approval of secured and unsecured creditors of the plans of reorganization and satisfaction of the other requirements for confirmation, obtaining sufficient post-petition financing, and regulatory approvals. The transaction is expected to close by the fourth quarter of 2001.

In addition to the merger agreement, Metrocall and WebLink have agreed to amend their Strategic Alliance Agreement to enhance their nationwide two-way network relationship and the deployment of ReFLEXª version 2.7. ReFLEXª version 2.7 is designed to increase network capacity and throughput. Metrocall agreed to make advance payments for airtime service under this agreeement, subject to satisfaction of certain conditions.

Advising the Company on the WebLink transaction are Wit SoundView Group, Inc. and Banc of America Securities LLC. Lazard Freres & Co., LLC and Deutsche Banc Alex. Brown are providing restructuring advisory services.

Metrocall also announced that, in light of these developments, it plans to postpone its annual meeting of stockholders, which was previously scheduled for May 2, 2001.

Metrocall, Inc., headquartered in Alexandria, VA, is one of the largest wireless data and messaging companies in the United States providing both products and services to some 6.2 million business and individual subscribers. The Company offers two-way interactive messaging, wireless e-mail and Internet connectivity, cellular and digital PCS phones, as well as one-way messaging services.

Also, Metrocall offers totally integrated resource management systems and communications solutions for business and campus environments. Metrocall's wireless networks operate in the top 1,000 markets all across the nation and the Company has offices and retail locations in more than 40 states. Metrocall is the largest equity-owner of Inciscent, an independent business-to-business enterprise, that is a national full-service "wired-to-wireless" Application Service Provider (ASP). For more information on Metrocall please visit our Web site and On-line store at www.metrocall.com.

WebLink Wireless Inc. is a leader in the wireless data industry, providing wireless e-mail, wireless instant messaging, information on demand and traditional paging services throughout the United States. The company's nationwide 2-way network is the largest of its kind reaching approximately 90 percent of the U.S. population and, through a strategic partnerships, extends into Canada and Mexico. The Dallas-based Company, which serves some 2 million customers, recorded total revenues of $290 million for the year ended Dec. 31, 2000. For more information visit the Web site at http://www.weblink wireless.com.

ANY SECURITIES TO BE ISSUED PURSUANT TO THE METROCALL/WEBLINK AGREEMENT WILL BE ISSUED PURSUANT TO APPLICABLE PROVISIONS OF THE SECURITIES ACT OF 1933 OR AN EXEMPTION THEREFORM. INVESTORS ARE URGED TO READ THE RELEVANT DOCUMENTS TO BE FILED WITH THE SECURITIES & EXCHANGE COMMISSION, IF ANY, OR THE BANKRUPTCY COURT WHICH WILL CONTAIN IMPORTANT INFORMATION. INVESTORS CAN OBTAIN ANY DOCUMENT FILED WITH THE COMMISSION FOR FREE AT THE COMMISSON'S WEB SITE, HTTP://www.SEC.GOV.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

The statements set forth above that are not historical facts, such as those concerning the Metrocall/WebLink transaction, the proposed reorganizations of these companies, potential distributions of new common stock, and the expected benefits of the transaction, are forward-looking statements that are subject to risks and uncertainties.

Among the factors that could cause actual results to differ are the following: 1) there is no assurance that the conditions to the transaction - including the approval of creditors to a plan of reorganization and the obtaining of senior debt financing - can be obtained; 2) Metrocall's business will be subject to the risks of a chapter 11 proceeding, including the impact of such a proceeding on vendors, customers and employees, as well as the additional costs resulting from the restructuring process, such as professional fees and other costs of administration; 3) no agreement has been reached, or any plan proposed, regarding the distribution of shares in the new company to Metrocall's creditors or equity security holders, and there is no assurance that any equity security holder will receive any distribution; and 4) the combined entity's ability to achieve operating synergies and to expand the advanced messaging business will be dependent on a number of factors, including management's ability to successfully integrate the two businesses and to achieve cost savings, its ability to successfully market two way messaging products, its ability to stem the erosion of traditional one-way paging revenues, and the impact of competition and technological development on the company's products.

Please refer to Metrocall's Annual Report on Form 10-K and its other reports filed with the Securities and Exchange Commission for a description of other risks that could affect Metrocall's business.