OVERLAND PARK, Kan.--(BUSINESS WIRE)--Oct. 28, 2009--
Sprint Nextel Corp. (NYSE:S) today announced that it has commenced its
tender offer to acquire all the outstanding shares of common stock of
iPCS, Inc. (NASDAQ:IPCS). The tender offer represents the next step
toward Sprint’s acquisition of iPCS first announced on October 19, 2009.
Sprint anticipates that the acquisition will be completed either late in
the fourth quarter of 2009 or early 2010.
The cash tender, commenced through a wholly-owned subsidiary of Sprint,
is for all outstanding shares of iPCS common stock at a price of $24.00
per share, without interest and less any applicable withholding taxes.
The iPCS board has unanimously recommended that the iPCS stockholders
accept the tender offer, tender their shares of iPCS common stock in the
tender offer, and if necessary, adopt the merger agreement.
The tender offer is subject to conditions set forth in the offer to
purchase, including a minimum share-tender condition; receipt of all
applicable and required regulatory approvals; no change, condition,
event or development having occurred that has resulted in, or would
reasonably be expected to result in, a material adverse effect; and, the
satisfaction or waiver of certain other conditions, each as described
in, and subject to the terms and conditions of, the merger agreement for
the acquisition.
Unless extended, the tender offer and any withdrawal rights to which
iPCS stockholders may be entitled will expire at midnight, New York City
time, on November 25, 2009. Following acceptance for payment of shares
in the tender offer and completion of the merger contemplated in the
merger agreement, iPCS will become a wholly-owned subsidiary of Sprint.
Complete terms and conditions of the tender offer are set forth in the
offer to purchase, letter of transmittal and other related materials to
be filed with the Securities and Exchange Commission (SEC) by
Sprint and Ireland Acquisition Corporation today with the tender offer
statement on Schedule TO. In addition, iPCS intends to file a
solicitation/recommendation statement on Schedule 14D-9 with the SEC
relating to the tender offer today. Once filed, copies of the
offer to purchase, letter of transmittal and other related material,
including the solicitation/ recommendation statement, are available free
of charge from D.F. King & Co., Inc., the information agent for the
tender offer, at (800) 549-6746 (toll free) or (212) 269-5550 (collect).
Computershare is acting as depositary for the tender offer.
ADVISORS
Sprint Nextel’s financial advisor for the transaction was Citigroup
Global Markets Inc. and its principal legal advisor was King & Spalding
LLP. iPCS’s financial advisors were UBS Investment Bank and Morgan
Stanley & Co. Incorporated and its principal legal advisor was Mayer
Brown LLP.
NOTICE TO INVESTORS
This press release is for informational purposes only and is not an
offer to purchase or a solicitation of an offer to sell securities. The
tender offer is being made only pursuant to the offer to purchase,
letter of transmittal and related material that Sprint Nextel and
Ireland Acquisition Corporation intend to file with the SEC with the
tender offer statement on Schedule TO today. In addition, iPCS intends
to file with the SEC a solicitation/ recommendation statement on
Schedule 14D-9 with respect to the tender offer today. The tender offer
statement (including an offer to purchase, a related letter of
transmittal and other tender offer documents) and the solicitation/
recommendation statement and any amendments to these documents contain
important information that should be read carefully before making any
decision to tender securities in the planned tender offer. Once filed,
those materials may be obtained free of charge from D.F. King & Co.,
Inc., the information agent for the tender offer, at (800) 549-6746
(toll free) or (212) 269-5550 (collect). In addition, once filed all of
those materials (and all other tender offer documents filed or to be
filed with the SEC) are available at no charge on the SEC’s website at www.sec.gov.
SAFE HARBOR
This press release includes forward-looking statements regarding the
proposed acquisition and related transactions that are not historical or
current facts and deal with potential future circumstances and
developments, in particular, information regarding the acquisition of
iPCS. Forward-looking statements are qualified by the inherent risk and
uncertainties surrounding future expectations generally and may
materially differ from actual future experience. Risks and uncertainties
that could affect forward-looking statements include: the failure to
realize synergies as a result of operational efficiencies, unexpected
costs or liabilities, the result of the review of the proposed
transaction by various regulatory agencies and any conditions imposed in
connection with the consummation of the transaction, satisfaction of
various other conditions to the closing of the transactions contemplated
by the merger agreement and the risks that are described from time to
time in Sprint Nextel’s and iPCS’s respective reports filed with the
SEC, including the annual report on Form 10-K for the year ended
December 31, 2008 and quarterly report on Form 10-Q for the quarters
ended March 31, 2009 and June 30, 2009 of each of Sprint Nextel and
iPCS. This press release speaks only as of its date, and Sprint
disclaims any duty to update the information herein.
ABOUT SPRINT NEXTEL
Sprint Nextel offers a comprehensive range of wireless and wireline
communications services bringing the freedom of mobility to consumers,
businesses and government users. Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies, including
two wireless networks serving almost 49 million customers at the end of
the second quarter of 2009; industry-leading mobile data services;
instant national and international push-to-talk capabilities; and a
global Tier 1 Internet backbone. The company’s customer-focused strategy
has led to improved first call resolution and customer care satisfaction
scores. For more information, visit www.sprint.com.
Source: Sprint Nextel Corp.
Sprint Nextel
Media:
Scott Sloat, 240-855-0164
Scott.sloat@sprint.com
Investor
Relations:
Yijing Brentano, 800-259-3755
Investor.relations@sprint.com