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Agreement#: AG-493751
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News Release Contact: Eugene C. Pridgen, General Counsel

Parties:

Edci Holdings

Sectors: Telecommunications
GLENAYRE EXECUTIVE OFFICES: 5935 Carnegie Boulevard Charlotte, NC 28209 Tel: (704) 553-0038 Fax: (704) 553-7878


News Release CONTACT: Eugene C. Pridgen, General Counsel
(704) 553-0038


Glenayre Technologies Adopts Stockholder Rights Plan


Charlotte, N.C, May 22, 1997 -- The Board of Directors of Glenayre Technologies Inc. (Nasdaq: GEMS) announced today adoption of a Preferred Shares Rights Agreement. The Rights Plan is designed to insure that all of Glenayre's stockholders receive fair treatment in the event of any takeover of the company and to guard against abusive takeover tactics.


Gary B. Smith, president and chief executive officer of Glenayre, stated, "The Rights Agreement will not prevent a takeover of Glenayre, but is intended to provide an appropriate and reasonable means of safeguarding the interests of all Glenayre stockholders."


Under the Rights Agreement, the Board declared a dividend of one Right for each outstanding share of Glenayre common stock to holders of record as of the close of business on June 12, 1997. The Rights distribution is not taxable to stockholders or Glenayre, has no dilutive effect, will not affect reported earnings per share, and will not change the way in which Glenayre's common shares are traded. Initially, the Rights will automatically trade wit ...

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