evilvinny
12-19-2004, 11:51 AM
What: Sprint (NYSE:FON) and Nextel Communications Inc. (NASDAQ:NXTL) today announced that their boards of directors have unanimously approved a definitive agreement for a merger of equals. Gary D. Forsee, currently chairman and chief executive officer of Sprint, will become president and chief executive officer of the new company, to be called Sprint Nextel. Timothy M. Donahue, currently president and chief executive officer of Nextel, will become executive chairman of the new company. Gary Forsee and Timothy Donahue will make a presentation and take questions this morning at a meeting for the media and investment community in New York.
When: Today, Wednesday, Dec. 15, 2004, 9 a.m. EST/8 a.m. CST
Where: St. Regis Hotel, 2 East 55 Street, New York.
DIAL IN ACCESS - To attend the meeting by phone, call one of the following: 1-816-650-0895, 1-816-650-0900, 1-866-311-1391, or 1-866-262-9306 with the pass code 34018148.
LIVE WEBCAST - The meeting will also be available via webcast, accessible at www.sprint.com or www.nextel.com.
TV SATELLITE - Satellite information for transmission of today's meeting, which will include b-roll footage immediately preceding and following the transmission:
Satellite - Galaxy 11
Transponder - 15
Orbital Slot - 91 Degrees West
Downlink Frequency - 12003 Mhz (Horizontal) Audio Subcarriers -
6.2/6.8 Mhz
A slide presentation and live audio webcast of the call, as well as other facts and information related to the transaction, will be available and archived at www.sprintnextel.mergerannouncement.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
A number of the matters discussed in this document are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding the new company, including expected synergies resulting from the merger of Sprint and Nextel, combined operating and financial data, future technology plans, and whether and when the transactions contemplated by the merger agreement will be consummated. 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 failure to realize capital and operating expense synergies; the result of the review of the proposed merger by various regulatory agencies, and any conditions imposed on the new company in connection with consummation of the merger; approval of the merger by the stockholders of Sprint and Nextel and satisfaction of various other conditions to the closing of the merger contemplated by the merger agreement; and the risks that are described from time to time in Sprint's and Nextel's respective reports filed with the SEC, including each company's annual report on Form 10-K for the year ended December 31, 2003 and quarterly report on Form 10-Q for the quarterly period ended September 30, 2004, as such reports have been amended. This document speaks only as of its date, and Sprint and Nextel each disclaims any duty to update the information herein.
Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. SHAREHOLDERS OF SPRINT AND SHAREHOLDERS OF NEXTEL ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/ PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMBINATION. The final joint proxy statement/prospectus will be mailed to shareholders of Sprint and shareholders of Nextel. Investors and security holders will be able to obtain the documents free of charge at the SEC's web site, www.sec.gov, from Sprint Investor Relations at Sprint Corporation, 6200 Sprint Parkway, Overland Park, Kansas 66251, 800-259-3755, Option 1 or from Nextel Investor Relations at 2001 Edmund Halley Drive, Reston, Virginia 20191 or call 703-433-4300.
Participants In Solicitation
Sprint, Nextel and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the combination. Information concerning Sprint's participants is set forth in the proxy statement dated, March 16, 2004, for Sprint's 2004 annual meeting of shareholders as filed with the SEC on Schedule 14A. Information concerning Nextel's participants is set forth in the proxy statement, dated April 2, 2004, for Nextel's 2004 annual meeting of shareholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of Sprint and Nextel in the solicitation of proxies in respect of the combination will be included in the registration statement and joint proxy statement/prospectus to be filed with the SEC.
CONTACT: Nextel Media Contacts:
Audrey Schaefer, 240-876-1588
or
Russell Wilkerson, 703-932-5950
or
Sprint Media Contact:
Nick Sweers, 913-794-3460
Nicholas.Sweers@mail.sprint.com
SOURCE: Nextel Communications Inc. and Sprint
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Nextel Communications's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.
When: Today, Wednesday, Dec. 15, 2004, 9 a.m. EST/8 a.m. CST
Where: St. Regis Hotel, 2 East 55 Street, New York.
DIAL IN ACCESS - To attend the meeting by phone, call one of the following: 1-816-650-0895, 1-816-650-0900, 1-866-311-1391, or 1-866-262-9306 with the pass code 34018148.
LIVE WEBCAST - The meeting will also be available via webcast, accessible at www.sprint.com or www.nextel.com.
TV SATELLITE - Satellite information for transmission of today's meeting, which will include b-roll footage immediately preceding and following the transmission:
Satellite - Galaxy 11
Transponder - 15
Orbital Slot - 91 Degrees West
Downlink Frequency - 12003 Mhz (Horizontal) Audio Subcarriers -
6.2/6.8 Mhz
A slide presentation and live audio webcast of the call, as well as other facts and information related to the transaction, will be available and archived at www.sprintnextel.mergerannouncement.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
A number of the matters discussed in this document are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding the new company, including expected synergies resulting from the merger of Sprint and Nextel, combined operating and financial data, future technology plans, and whether and when the transactions contemplated by the merger agreement will be consummated. 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 failure to realize capital and operating expense synergies; the result of the review of the proposed merger by various regulatory agencies, and any conditions imposed on the new company in connection with consummation of the merger; approval of the merger by the stockholders of Sprint and Nextel and satisfaction of various other conditions to the closing of the merger contemplated by the merger agreement; and the risks that are described from time to time in Sprint's and Nextel's respective reports filed with the SEC, including each company's annual report on Form 10-K for the year ended December 31, 2003 and quarterly report on Form 10-Q for the quarterly period ended September 30, 2004, as such reports have been amended. This document speaks only as of its date, and Sprint and Nextel each disclaims any duty to update the information herein.
Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. SHAREHOLDERS OF SPRINT AND SHAREHOLDERS OF NEXTEL ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/ PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMBINATION. The final joint proxy statement/prospectus will be mailed to shareholders of Sprint and shareholders of Nextel. Investors and security holders will be able to obtain the documents free of charge at the SEC's web site, www.sec.gov, from Sprint Investor Relations at Sprint Corporation, 6200 Sprint Parkway, Overland Park, Kansas 66251, 800-259-3755, Option 1 or from Nextel Investor Relations at 2001 Edmund Halley Drive, Reston, Virginia 20191 or call 703-433-4300.
Participants In Solicitation
Sprint, Nextel and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the combination. Information concerning Sprint's participants is set forth in the proxy statement dated, March 16, 2004, for Sprint's 2004 annual meeting of shareholders as filed with the SEC on Schedule 14A. Information concerning Nextel's participants is set forth in the proxy statement, dated April 2, 2004, for Nextel's 2004 annual meeting of shareholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of Sprint and Nextel in the solicitation of proxies in respect of the combination will be included in the registration statement and joint proxy statement/prospectus to be filed with the SEC.
CONTACT: Nextel Media Contacts:
Audrey Schaefer, 240-876-1588
or
Russell Wilkerson, 703-932-5950
or
Sprint Media Contact:
Nick Sweers, 913-794-3460
Nicholas.Sweers@mail.sprint.com
SOURCE: Nextel Communications Inc. and Sprint
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Nextel Communications's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.