CONSHOHOCKEN, Pa., June 20 /PRNewswire-FirstCall/ -- UbiquiTel Inc. , a PCS Affiliate of Sprint Nextel Corporation , 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.
