Sprint Nextel to Acquire Wireless Affiliate Alamosa Holdings
21 Novembro 2005 - 1:17PM
Business Wire
Sprint Nextel Corp. (NYSE:S): -- Approximately 1.48 Million PCS
Wireless Users to Become Direct Subscribers of Sprint Nextel --
Extends Company's Direct Service Territory to an Additional 20
Million People in 19 States Sprint Nextel Corp. (NYSE:S) and
Alamosa Holdings, Inc. (NASDAQ:APCS) today announced an agreement
for Sprint Nextel to acquire Alamosa Holdings for approximately
$4.3 billion, including the assumption of approximately $900
million of net debt. This transaction value represents 9.8x
projected 2006 Adjusted Operating Income Before Depreciation and
Amortization ("Adjusted OIBDA" *). Under the terms of the
agreement, Sprint Nextel will acquire all of Alamosa's outstanding
common shares for $18.75 per share (including Series B Preferred
stock on an "as converted" basis) in an all-cash merger. The
acquisition is subject to the approval of Alamosa shareholders and
customary regulatory approvals, and is expected to be completed in
the first quarter of 2006. "This acquisition closes a long
partnership with the management and shareholders of Alamosa," said
Gary Forsee, president and CEO, Sprint Nextel. "As the largest PCS
affiliate, we appreciate their efforts over the years to grow
Sprint's business and we look forward to continuing a strong
relationship with their customers. This transaction will
significantly expand our direct customer base and territory, and
will provide additional value for our shareholders." David
Sharbutt, chairman and chief executive officer of Alamosa Holdings,
Inc., said: "We are pleased to accept Sprint's offer to acquire our
company. We have enjoyed a successful business relationship with
Sprint that has benefited both companies. We not only helped Sprint
build the nation's best nationwide wireless network, but also
successfully brought the Sprint suite of products and services to
our territories over the past 6 years. Our shareholders and
employees can be proud of our results and the value that we have
created in Alamosa." Alamosa Holdings, based in Lubbock, Texas,
provides Sprint PCS services in 19 states, serving approximately
1.48 million direct wireless subscribers in 242 customer service
areas (CSA's). It is the largest Sprint PCS wireless Affiliate
(based on number of subscribers) and has reported superior
operating metrics, including the highest penetration and lowest
churn rates of the Sprint PCS Affiliates. Alamosa employs about
1,300 people and had pro forma (for the acquisition of AirGate
completed in the 1st Quarter of 2005) revenues for the twelve
months ended September 30, 2005 of $1,318 million. With this
acquisition, Sprint has announced agreements to acquire more than
2.3 million Sprint PCS affiliate customers. On Aug. 8, 2005,
Alamosa filed a complaint against Sprint regarding certain
exclusivity covenants Sprint had with Alamosa's subsidiary AirGate.
As part of the agreement, Sprint Nextel and AirGate will seek an
immediate stay of litigation pending in the Delaware Court of
Chancery with a final resolution to become effective upon closing
of the acquisition. About Alamosa Alamosa Holdings, Inc. is the
largest (based on number of subscribers) Sprint PCS Affiliate of
Sprint Nextel (NYSE:S), which operates the largest all-digital,
all-CDMA Third-Generation (3G) wireless network in the United
States. Alamosa has the exclusive right to provide digital wireless
mobile communications network services under the Sprint Nextel
brand name throughout its designated territory located in Texas,
New Mexico, Oklahoma, Arizona, Colorado, Utah, Wisconsin,
Minnesota, Missouri, Washington, Oregon, Arkansas, Kansas,
Illinois, California, and subsequent to year end in Georgia, South
Carolina, North Carolina and Tennessee which includes licensed
population of 23.2 million residents. About Sprint Nextel Sprint
Nextel offers a comprehensive range of wireless and wireline
communications services to consumer, business and government
customers. Sprint Nextel is widely recognized for developing,
engineering and deploying innovative technologies, including two
robust wireless networks offering industry leading mobile data
services; instant national and international walkie-talkie
capabilities; and an award-winning and global Tier 1 Internet
backbone. For more information, visit www.sprint.com. Advisors
Sprint Nextel's financial advisor for the transaction was Citigroup
Global Markets Inc. Its principal legal advisor was King &
Spalding LLP. Alamosa Holdings' financial advisors were The
Blackstone Group LP and UBS Investment Bank and its principal legal
advisor was Skadden, Arps, Slate, Meagher & Flom LLP.
*Financial Measures Certain financial measures included in this
release have been generated using adjustments to amounts determined
under generally accepted accounting principles (non-GAAP). The
non-GAAP financial measures reflect industry conventions, or
standard measures of liquidity, profitability or performance
commonly used by the investment community for comparability
purposes. The financial measures used in this release include the
following: Adjusted OIBDA is defined as operating income plus
depreciation, amortization and special items. We believe that
Adjusted OIBDA provides useful information to investors because it
is an indicator of the strength and performance of ongoing business
operations. While depreciation and amortization are considered
operating costs under generally accepted accounting principles,
these expenses primarily represent non-cash current period
allocation of costs associated with long-lived assets acquired or
constructed in prior periods. -0- *T Alamosa Holdings, Inc.
Adjusted OIBDA Reconciliation Estimated Twelve Month Period Ending
(Dollars in millions) December 31, 2006
----------------------------------------
--------------------------- Operating Income $216 Plus:
Depreciation & Amortization 225 Adjusted OIBDA (A) $441
----------------------------------------
--------------------------- Acquisition Transaction Value (B)
$4,330 Adjusted OIBDA Multiple (B / A) 9.8x
----------------------------------------
--------------------------- *T Net Debt is debt, including current
maturities, less cash and equivalents and current marketable
securities. "Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995 A number of the matters discussed in
this document that are not historical or current facts deal with
potential future circumstances and developments, in particular,
information regarding the acquisition of Alamosa Holdings, Inc. The
discussion of such matters is qualified by the inherent risks and
uncertainties surrounding future expectations generally, and also
may materially differ from actual future experience involving any
one or more of such matters. Such risks and uncertainties include:
the result of the review of the proposed merger by various
regulatory agencies, and any conditions imposed in connection with
consummation of the merger; approval of the merger by the
shareholders of Alamosa Holdings; satisfaction of various other
conditions to the closing of the merger contemplated by the merger
agreement; and the risks that have been described from time to time
in Sprint Nextel's, Nextel Communications Inc.'s and Alamosa
Holdings' respective reports filed with the SEC, including each
company's annual report on Form 10-K for the year ended December
31, 2004 as amended, and their respective quarterly reports on Form
10-Q filed in 2005. This document speaks only as of its date, and
each of Sprint Nextel, Nextel and Alamosa Holdings disclaims any
duty to update the information herein. Alamosa shareholders will
receive a proxy regarding this proposal and a special shareholder's
election will be held at a future date to seek shareholder
approval. A slide presentation summarizing the transaction is
available at www.alamosapcs.com. Additional Information and Where
to Find It In connection with the proposed acquisition and required
shareholder approval, Alamosa will file with the Securities and
Exchange Commission a proxy statement. The proxy statement will be
mailed to the shareholders of Alamosa. Alamosa's shareholders are
urged to read the proxy statement and other relevant materials when
they become available because they will contain important
information about the acquisition and Alamosa. Investors and
security holders may obtain free copies of these documents (when
they are available) and other documents filed with the Securities
and Exchange Commission at the SEC's web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by Alamosa by going to Alamosa's
Investor Relations page on its corporate website at
www.alamosapcs.com. Alamosa and its officers and directors may be
deemed to be participants in the solicitation of proxies from
Alamosa's shareholders with respect to the acquisition. Information
about Alamosa's executive officers and directors and their
ownership of Alamosa stock is set forth in the proxy statement for
the Alamosa 2005 Annual Meeting of Shareholders, which was filed
with the SEC on April 14, 2005. Investors and security holders may
obtain more detailed information regarding the direct and indirect
interests of the Alamosa and its respective executive officers and
directors in the acquisition by reading the preliminary and
definitive proxy statements regarding the merger, which will be
filed with the SEC. In addition, Sprint Nextel and its officers and
directors may be deemed to have participated in the solicitation of
proxies from Alamosa's shareholders in favor of the approval of the
acquisition. Information concerning Sprint Nextel's directors and
executive officers is set forth in Sprint Nextel's joint proxy
statement/prospectus, which was filed with the SEC on June 10,
2005, and other reports filed with the SEC. These documents are
available free of charge at the SEC's web site at www.sec.gov or by
going to Sprint Nextel's Investor Relations page on its corporate
website at http://www.sprint.com.
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