Glass Lewis Recommends That UbiquiTel Stockholders Vote FOR Proposed Merger With Sprint Nextel
20 Junio 2006 - 5:22PM
PR Newswire (US)
CONSHOHOCKEN, Pa., June 20 /PRNewswire-FirstCall/ -- UbiquiTel Inc.
(NASDAQ:UPCS), a PCS Affiliate of Sprint Nextel Corporation
(NYSE:S), today announced that Glass Lewis & Co., a leading
independent proxy advisory firm, recommends that UbiquiTel
stockholders vote FOR the proposed merger with Sprint Nextel at
UbiquiTel's June 27, 2006 annual meeting of stockholders. As
previously announced, Institutional Shareholder Services (ISS),
another leading independent proxy advisory firm, also recommends
that UbiquiTel stockholders vote FOR the proposed merger with
Sprint Nextel. Glass Lewis's and ISS's analyses and recommendations
are relied upon by hundreds of major institutional investment
firms, mutual funds and fiduciaries throughout the United States.
In recommending that UbiquiTel stockholders vote FOR the proposed
merger with Sprint Nextel, Glass Lewis stated that: "We commend the
[UbiquiTel] board of directors for conducting a thorough sales
process. The board engaged external financial and legal experts to
assist the board in evaluating the strategic alternatives available
to the Company, including remaining as a stand-alone entity. The
board also held discussions with multiple potentially interested
parties regarding strategic combinations. Notably, those parties
were eventually acquired by Sprint Nextel." "Financially, the
proposed merger value falls, in general, near the high end of the
derived ranges presented by the advisor .... In addition, we note
that the unaffected premiums implied by the merger value per share,
on balance, exceed the average premiums paid in comparable
transactions. We believe that the advisor's analysis, on balance,
has been reasonably prepared and is conclusive." "... [C]onsidering
the lengthy and rigorous process followed by the board of
directors, the fair merger consideration and the absence of
significant conflicts of interest, we believe the proposed merger
is in the best interests of shareholders."(1) "We are pleased that
Glass Lewis recommends that UbiquiTel stockholders vote for our
proposed merger with Sprint Nextel," said Donald A. Harris,
Chairman and CEO of UbiquiTel. "Both Glass Lewis's and ISS's
recommendations are consistent with our board's unanimous
determination that the company's merger with Sprint Nextel is the
best strategic option available to enhance shareholder value." On
April 20, 2006, the company and Sprint Nextel announced an
agreement for Sprint Nextel to acquire the company for
approximately $1.3 billion, including the assumption of
approximately $300 million of net debt. Under the terms of the
agreement, Sprint Nextel will acquire all of the company's
outstanding common shares for $10.35 per share in cash. UbiquiTel
reiterates that its Board of Directors unanimously recommends that
stockholders sign, date and return UbiquiTel's WHITE proxy card in
order to vote in favor of both the merger and the Board's slate of
directors. UbiquiTel stockholders are reminded that their vote is
important, and a failure to vote has the same effect as a vote
against UbiquiTel's merger with Sprint Nextel. Stockholders with
any questions or who need any assistance in voting their shares may
call UbiquiTel's proxy solicitor, Innisfree M&A Incorporated,
toll-free at 1-888-750-5834. About UbiquiTel UbiquiTel is the
exclusive provider of Sprint digital wireless mobility
communications network products and services under the Sprint brand
name to midsize markets in the Western and Midwestern United States
that include a population of approximately 10.8 million residents
and cover portions of California, Nevada, Washington, Idaho,
Wyoming, Utah, Indiana, Kentucky and Tennessee. ADDITIONAL
INFORMATION AND WHERE TO FIND IT In connection with the proposed
transaction and required stockholder approval, UbiquiTel has filed
with the Securities and Exchange Commission ("SEC") a definitive
proxy statement for the UbiquiTel 2006 annual meeting of
stockholders, which was mailed to the stockholders of UbiquiTel.
UbiquiTel's stockholders are urged to read the definitive proxy
statement and other relevant materials because they contain
important information about the transaction and UbiquiTel.
Investors and security holders may obtain free copies of these
documents and other documents filed with the SEC at the SEC's web
site at http://www.sec.gov/. In addition, investors and security
holders may obtain 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 stockholders with respect
to the transaction. Information about UbiquiTel's executive
officers and directors and their ownership of UbiquiTel stock is
set forth in the definitive proxy statement, which was filed with
the SEC on May 15, 2006. Investors and security holders may obtain
more detailed information regarding the direct and indirect
interests of UbiquiTel and its respective executive officers and
directors in the transaction by reading the definitive proxy
statement. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements contained in this news release that are forward-looking
statements are subject to various risks and uncertainties. Such
forward- looking statements are made pursuant to the "safe-harbor"
provisions of the Private Securities Litigation Reform Act of 1995
and are made based on management's current expectations or beliefs
as well as assumptions made by, and information currently available
to, management. A variety of factors could cause actual results to
differ materially from those anticipated in UbiquiTel's
forward-looking statements, including the following factors:
UbiquiTel's dependence on its affiliation with Sprint; the impact
of the Sprint-Nextel merger on UbiquiTel's affiliation with Sprint
as well as Sprint's competitiveness in the wireless industry; the
outcome of UbiquiTel's, and any other PCS affiliate of Sprint's,
litigation with Sprint concerning the Sprint-Nextel merger; changes
in Sprint's affiliation strategy as a result of the Sprint-Nextel
merger or any other merger involving Sprint Nextel; UbiquiTel's
ability to satisfy the conditions to closing the pending merger
with Sprint Nextel (including stockholder approval) and the costs
and consequences of not closing the merger; the effect of the
pending merger with Sprint Nextel on UbiquiTel's business and its
relationships with employees and suppliers; the competitiveness of
and changes in Sprint's pricing plans, products and services;
increased competition in UbiquiTel's markets; rates of penetration
in the wireless communications industry; the potential to
experience a high rate of customer turnover; customer quality;
potential declines in roaming and wholesale revenue; UbiquiTel's
reliance on the timeliness, accuracy and sufficiency of financial
and other data and information received from Sprint; the ability of
Sprint to provide back office, customer care and other services;
UbiquiTel's debt level; adequacy of bad debt and other reserves;
UbiquiTel's ability to manage anticipated growth and rapid
expansion; changes in population; changes or advances in
technology; effects of mergers and consolidations within the
wireless communications industry and unexpected announcements or
developments from others in the wireless communications industry;
and general market and economic conditions. Certain of these and
other applicable risks, cautionary statements and factors that
could cause actual results to differ from UbiquiTel's
forward-looking statements are included in UbiquiTel's filings with
the SEC, specifically in the "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" sections of its Annual Report on Form 10- K for the
fiscal year ended December 31, 2005, as amended, and in subsequent
filings with the SEC. Except as otherwise required under federal
securities laws and the rules and regulations of the SEC, the
company does not have any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events, changes in assumptions or otherwise.
(1) Permission to use quotations from the Glass Lewis report was
neither sought nor obtained. DATASOURCE: UbiquiTel Inc. CONTACT:
Brighid de Garay, +1-610-832-3311, , or Tayo Ogundipe,
+1-610-832-3340, , both of UbiquiTel; or Judith Wilkinson or Jamie
Moser of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449,
for UbiquiTel Web site: http://www.ubiquitelpcs.com/
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