Sprint Nextel to Acquire Wireless Affiliate UbiquiTel Inc.; Approximately 452,000 PCS Wireless Users to Become Direct Subscribe
20 4월 2006 - 8:00PM
Business Wire
Sprint Nextel Corp. (NYSE: S) and UbiquiTel Inc. (NASDAQ: UPCS)
today announced an agreement for Sprint Nextel to acquire UbiquiTel
for approximately $1.3 billion, including the assumption of about
$300 million of net debt. This transaction value represents 9.4x
projected 2006 Adjusted Operating Income Before Depreciation and
Amortization ("Adjusted OIBDA" *). Under the terms of the
agreement, Sprint Nextel will acquire all of UbiquiTel's
outstanding common shares for $10.35 per share in an all-cash
merger. The acquisition is subject to the approval of UbiquiTel
shareholders and customary regulatory approvals, and is expected to
be completed in the second quarter of 2006. As part of the
agreement, Sprint Nextel and UbiquiTel 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 UbiquiTel Inc. UbiquiTel, based in Conshohocken,
Pa., provides Sprint PCS services in mid-size markets in
California, Idaho, Indiana, Kentucky, Nevada, Tennessee, Utah,
Washington and Wyoming, covering 8.3 million people. As of March
31, 2006, the company served approximately 452,000 direct wireless
subscribers and 151,000 wholesale subscribers. UbiquiTel employs
about 425 people and had revenues for the 12 months ended Dec. 31,
2005 of $422.7 million. About Sprint Nextel Sprint Nextel offers a
comprehensive range of communications services bringing mobility 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. UbiquiTel's financial advisor
was Bear, Stearns & Co. Inc. and its principal legal advisor
was Kirkland & Ellis 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
UbiquiTel - Adjusted OIBDA Reconciliation Estimated Twelve Month
Period Ending (Dollars in millions) December 31, 2006
----------------------------------------------
--------------------- Operating Income $91 Plus: Depreciation &
Amortization 49 Plus: Non-Cash Compensation 2 ---------------------
Adjusted OIBDA(1) (A) $142
---------------------------------------------------------------------
Acquisition Transaction Value (B) $1,329 Adjusted OIBDA Multiple
(B) / (A) 9.4x (1) Based on the mid-point of UbiquiTel's previously
released 2006 Adjusted OIBDA growth rate guidance. *T "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 UbiquiTel Inc. and its projected 2006
operating performance. 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 UbiquiTel; 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 and UbiquiTel's respective
reports filed with the Securities and Exchange Commission ("SEC"),
including each company's annual report on Form 10-K for the year
ended December 31, 2005. This document speaks only as of its date,
and each of Sprint Nextel and UbiquiTel disclaims any duty to
update the information herein. UbiquiTel shareholders will receive
a proxy regarding this proposal and a shareholder's meeting will be
held at a future date to seek shareholder approval. Additional
Information and Where to Find It In connection with the proposed
acquisition and required shareholder approval, UbiquiTel will file
with the SEC a proxy statement. The proxy statement will be mailed
to the shareholders of UbiquiTel. UbiquiTel'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 UbiquiTel. 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 additional
details on the transaction as well as free copies of the documents
filed with the SEC by UbiquiTel by going to UbiquiTel's Investor
Relations page on its corporate website at
http://www.ubiquitelpcs.com. UbiquiTel and its officers and
directors may be deemed to be participants in the solicitation of
proxies from UbiquiTel's shareholders with respect to the
acquisition. Information about UbiquiTel's executive officers and
directors and their ownership of UbiquiTel stock is set forth in
the proxy statement for the UbiquiTel 2005 Annual Meeting of
Shareholders, which was filed with the SEC on April 8, 2005.
Investors and security holders may obtain more detailed information
regarding the direct and indirect interests of the UbiquiTel 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
UbiquiTel'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 definitive proxy
statement, which was filed with the SEC on March 17, 2006, 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.
Ubiquitel (NASDAQ:UPCS)
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Ubiquitel (NASDAQ:UPCS)
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