WILMINGTON, Del., May 19 /PRNewswire-FirstCall/ -- AT&T Wireless announced here today at its 2004 Annual Shareholder Meeting that shareholders had approved the company's merger agreement with Cingular Wireless by an overwhelming margin.
"Today's vote marks a major milestone in our pending merger with Cingular," said John D. Zeglis, Chairman and Chief Executive Officer of AT&T Wireless. "By an 'AWE-some' majority, AT&T Wireless shareholders accepted the handsome cash premium offered by Cingular."
Under the terms of the agreement announced on February 17, shareholders of AT&T Wireless will receive $15 in cash per common share, or a total of approximately $41 billion. Both AT&T Wireless and Cingular have said that they hope to complete the merger before the end of the year. AT&T Wireless noted that the acquisition is subject to the approvals of federal regulatory authorities, and to other closing conditions.
Zeglis said the combined company "will create customer benefits and growth prospects that neither of us could have achieved on our own, with better coverage, improved reliability, enhanced call quality and an array of new and innovative services for consumers and businesses."
Based on 2003 annual results, AT&T Wireless said the combined company would have approximately 46 million customers, more than $32 billion in revenue, and one of the most advanced digital networks in the U.S., with spectrum in 49 states and coverage in 97 of the top 100 markets.
The company said results of the shareholder vote on the merger and other proposals are as follows:
-- Proposal No. 1, approval of the merger agreement, passed with the support of 65 percent of all outstanding shares. Of the shares voted, 98 percent cast their ballots in favor of the merger.
-- For Proposal No. 2, election of Class III Directors, was approved, with each director receiving at least 97 percent of shares voted. Directors elected to new three-year terms were Nobuharu Ono, Carolyn M. Ticknor and John D. Zeglis.
-- For Proposal No. 3, ratification of auditors, AT&T Wireless' shareholders ratified PricewaterhouseCoopers LLP as the company's independent auditors for 2004 with more than 97 percent of shares voting for ratification.
-- Proposal No. 4, a shareholder proposal on executive compensation, did not pass with 86 percent of shares voting against the proposal.
-- Proposal No. 5, a shareholder proposal on discontinuing certain executive compensation, did not pass with 87 percent of shares voting against the proposal.
-- Proposal No. 6, a shareholder proposal on vote requirement for director elections, did not pass with 85 percent of shares voting against the proposal.
AT&T Wireless is one of the most widely-held public companies in the United States with nearly 3 million shareholders.
About AT&T Wireless
AT&T Wireless is the second-largest wireless carrier, based on revenues, in the United States. With 21.692 million subscribers as of March 31, 2004, and revenues of more than $16.8 billion over the past four quarters, AT&T Wireless delivers advanced high-quality mobile wireless communications services, voice and data, to businesses and consumers, in the U.S. and internationally.
Forward Looking Statements
This press release contains "forward-looking statements" which are based on management's beliefs as well as on a number of assumptions concerning future events made by management with information that is currently available to management. Forward-looking statements may include, without limitation, management's expectations regarding: our future financial and operating performance and financial condition, including the company's outlook for the fiscal year 2004 and subsequent periods; the outcome of our pending transaction with Cingular; subscriber growth; industry conditions; the strength of our balance sheet; our liquidity and needs for additional financing; and our ability to increase revenue, margins and operating free cash flow.
Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside AT&T Wireless' control, that could cause actual results to differ materially from such statements. Without limitation these factors include: the risks associated with the implementation of our technology migration strategy, uncertainty concerning the effects of our pending transaction with Cingular, our ability to continue to reduce costs and increase the efficiency of our distribution channels, the potential competitive impacts of industry consolidation or alternative technologies, potential impacts on revenue and ARPU from competitive pricing and slowing penetration in the wireless industry, the effects of vigorous competition in the markets in which we operate, the risk of decreased consumer spending due to softening economic conditions, acts of terrorism, and consumer response to new service offerings.
For a more detailed description of the factors that could cause such a difference, please see AT&T Wireless' filings with the Securities and Exchange Commission, including the information under the heading "Additional Factors That May Affect Our Business, Future Operating Results and Financial Condition" and "Forward Looking Statements" in its quarterly report on Form 10-Q filed on May 7, 2004.
For Further Information: David Caouette Peter Rowe 425-894-4160 (wireless) 425-580-7667 david.caouette@attws.com peter.rowe@attws.com
AT&T Wireless
"Today's vote marks a major milestone in our pending merger with Cingular," said John D. Zeglis, Chairman and Chief Executive Officer of AT&T Wireless. "By an 'AWE-some' majority, AT&T Wireless shareholders accepted the handsome cash premium offered by Cingular."
Under the terms of the agreement announced on February 17, shareholders of AT&T Wireless will receive $15 in cash per common share, or a total of approximately $41 billion. Both AT&T Wireless and Cingular have said that they hope to complete the merger before the end of the year. AT&T Wireless noted that the acquisition is subject to the approvals of federal regulatory authorities, and to other closing conditions.
Zeglis said the combined company "will create customer benefits and growth prospects that neither of us could have achieved on our own, with better coverage, improved reliability, enhanced call quality and an array of new and innovative services for consumers and businesses."
Based on 2003 annual results, AT&T Wireless said the combined company would have approximately 46 million customers, more than $32 billion in revenue, and one of the most advanced digital networks in the U.S., with spectrum in 49 states and coverage in 97 of the top 100 markets.
The company said results of the shareholder vote on the merger and other proposals are as follows:
-- Proposal No. 1, approval of the merger agreement, passed with the support of 65 percent of all outstanding shares. Of the shares voted, 98 percent cast their ballots in favor of the merger.
-- For Proposal No. 2, election of Class III Directors, was approved, with each director receiving at least 97 percent of shares voted. Directors elected to new three-year terms were Nobuharu Ono, Carolyn M. Ticknor and John D. Zeglis.
-- For Proposal No. 3, ratification of auditors, AT&T Wireless' shareholders ratified PricewaterhouseCoopers LLP as the company's independent auditors for 2004 with more than 97 percent of shares voting for ratification.
-- Proposal No. 4, a shareholder proposal on executive compensation, did not pass with 86 percent of shares voting against the proposal.
-- Proposal No. 5, a shareholder proposal on discontinuing certain executive compensation, did not pass with 87 percent of shares voting against the proposal.
-- Proposal No. 6, a shareholder proposal on vote requirement for director elections, did not pass with 85 percent of shares voting against the proposal.
AT&T Wireless is one of the most widely-held public companies in the United States with nearly 3 million shareholders.
About AT&T Wireless
AT&T Wireless is the second-largest wireless carrier, based on revenues, in the United States. With 21.692 million subscribers as of March 31, 2004, and revenues of more than $16.8 billion over the past four quarters, AT&T Wireless delivers advanced high-quality mobile wireless communications services, voice and data, to businesses and consumers, in the U.S. and internationally.
Forward Looking Statements
This press release contains "forward-looking statements" which are based on management's beliefs as well as on a number of assumptions concerning future events made by management with information that is currently available to management. Forward-looking statements may include, without limitation, management's expectations regarding: our future financial and operating performance and financial condition, including the company's outlook for the fiscal year 2004 and subsequent periods; the outcome of our pending transaction with Cingular; subscriber growth; industry conditions; the strength of our balance sheet; our liquidity and needs for additional financing; and our ability to increase revenue, margins and operating free cash flow.
Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside AT&T Wireless' control, that could cause actual results to differ materially from such statements. Without limitation these factors include: the risks associated with the implementation of our technology migration strategy, uncertainty concerning the effects of our pending transaction with Cingular, our ability to continue to reduce costs and increase the efficiency of our distribution channels, the potential competitive impacts of industry consolidation or alternative technologies, potential impacts on revenue and ARPU from competitive pricing and slowing penetration in the wireless industry, the effects of vigorous competition in the markets in which we operate, the risk of decreased consumer spending due to softening economic conditions, acts of terrorism, and consumer response to new service offerings.
For a more detailed description of the factors that could cause such a difference, please see AT&T Wireless' filings with the Securities and Exchange Commission, including the information under the heading "Additional Factors That May Affect Our Business, Future Operating Results and Financial Condition" and "Forward Looking Statements" in its quarterly report on Form 10-Q filed on May 7, 2004.
For Further Information: David Caouette Peter Rowe 425-894-4160 (wireless) 425-580-7667 david.caouette@attws.com peter.rowe@attws.com
AT&T Wireless
