KIRKLAND, Wash., and RESTON, Va. — 12/20/2005
Nextel Partners (NASDAQ: NXTP) and Sprint Nextel Corp. (NYSE: S) announced today the put price under Partners' charter has been determined to be $28.50 per share of Partners' Class A common stock. This is the price at which Sprint Nextel will purchase Nextel Partners' Class A common stock under the put right in Nextel Partners' charter initiated by Nextel Partners shareholders in October 2005 following the Sprint Nextel merger.
The put price was determined after the two appraisers, Morgan Stanley and Lazard, issued their reports that determined fair market value for Nextel Partners as defined in the charter. As set forth in their respective reports, Morgan Stanley determined fair market value of Partners' equity to be $9.6 billion, or $29.75 per fully diluted share and Lazard determined fair market value of Partners' equity to be $8.8 billion, or $27.25 per fully diluted share.
As provided in the charter, because the two appraisers' values are within 10% of each other, the final fair market value is the average of the two appraisers' determinations. The aggregate amount payable to Partners Class A stockholders will be $6.5 billion including amounts payable upon conversion of debt securities and upon settlement of options. This transaction implies an enterprise value for Nextel Partners at approximately $10 billion.
"Sprint Nextel shares with Nextel Partners a commitment of excellence to our customers, employees and shareholders. As we work through the regulatory approval processes, we intend to focus on plans for efficiently integrating Partners' business into our operations in a way that is seamless for customers and employees," commented Sprint Nextel CEO Gary Forsee.
"From inception we have placed the interests of our investors, customers and fellow partners [employees] first and foremost," said John Chapple, Nextel Partners Chairman, CEO and President. "We believe that aligned with Sprint Nextel we are poised to move to the next level. This is an across the board success. It results in an attractive price and provides certainty for all Nextel Partners shareholders."
The put price is final and binding on all Nextel Partners shareholders unless notice of a challenge is provided to Sprint Nextel before 5 p.m. EST on January 9, 2006. Under the charter, challenging shareholders will receive a maximum put price that is estimated to be well below the put price. Sprint Nextel has waived its right to challenge the put price and has opted to pay cash as consideration for the purchase of the Class A shares.
The transaction is subject to the customary regulatory approvals, including review by the Federal Communications Commission and the Department of Justice, and is expected to be completed by the end of the second quarter of 2006.
A copy of the reports of Morgan Stanley and Lazard accompany this press release.
Sprint Nextel was advised in the matter by financial advisors Bear Stearns, Goldman Sachs & Co., and JP Morgan Securities Inc. Lazard served both as advisor and appraiser to Sprint Nextel. Jones Day served as legal counsel to Sprint Nextel. Nextel Partners was advised in the matter by financial advisors Morgan Stanley, who served as the principal financial advisor and appraiser, and Evercore Partners, Inc. and legal counsel Wachtell, Lipton, Rosen & Katz.
"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 purchase of the Nextel Partners Class A common stock pursuant to the put process. 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 acquisition by various regulatory agencies, and any conditions imposed in connection with consummation of the acquisition; and the risks that have been described from time to time in Sprint Nextel's and Nextel Communications, Inc.'s 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 Nextel Partners disclaims any duty to update the information herein.
About Nextel Partners
Nextel Partners, Inc., (NASDAQ: NXTP - News), a FORTUNE 1000 company based in Kirkland, Wash., has exclusive rights to offer the same fully integrated, digital wireless communications services offered by Nextel Communications (Nextel), a subsidiary of Sprint Nextel, in mid-sized and rural markets in 31 states where approximately 54 million people reside. Nextel Partners and Nextel together provide service on a guaranteed all-digital wireless network in the country serving 297 of the top 300 U.S. markets. To learn more about Nextel Partners, visit www.nextelpartners.com.
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/mr.
Wednesday, December 21, 2005
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