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Alltel Announces Details for Completion of Wireline Spin, Merger with VALOR Communications; Sets record date of July 12, 2006, expects closing date of July 17, 2006.


LITTLE ROCK, Ark. -- Alltel (NYSE NYSE

See: New York Stock Exchange
: AT) today announced that it expects to close the spin-off of its wireline business and merge that business into VALOR valor

a rodenticide no longer marketed because of toxicity in horses causing dehydration, abdominal pain, hindlimb weakness, inappetence, fishy smell in urine. Called also N-3-pyridyl methyl N1-p-nitrophenyl urea.
 Communications Group Inc. on July 17, 2006. The spin-off and merger with VALOR will create a new wireline company, named Windstream Corp., that will be based in Little Rock, with Alltel shareholders owning 85 percent of the combined entity. Windstream's common stock will trade on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
 under the symbol WIN.

On July 17, 2006, VALOR Communications will issue approximately 403 million shares of common stock pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share.

In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them.
 to the shareholders of Alltel. Alltel shareholders as of July 12, 2006, the record date for the distribution of VALOR shares, will continue to own 1 share of the remaining wireless entity and will receive approximately 1.04 shares of VALOR stock for each share of Alltel they own. Any Alltel shareholder entitled to receive a fractional share Fractional share

Stocks amounting to less than one full share, usually resulting from splits, acquisitions, exchanges, or dividend reinvestment programs.


fractional share

Less than one share of stock, that is, one-third or one-half a share.
 will instead receive a cash payment.

Because of the nature of the transaction, those who sell Alltel common stock on or before the closing date also will be selling their entitlement to receive shares of VALOR common stock in the spin-off and merger. Alltel shareholders are encouraged to consult with their financial advisors regarding the specific implications of selling Alltel common stock on or prior to the closing date.

No action is required by Alltel shareholders to receive their VALOR common stock. The spin-off and merger will be tax-free to Alltel and its shareholders, except in respect of cash received in lieu of fractional shares.

Details of the spin-off and merger may be found in the information statement dated May 26, 2006, which was mailed to Alltel shareholders. The statement also is on file with the U.S. Securities and Exchange Commission and is available at the commission's www.sec.gov website.

Alltel is a customer-focused communications company Communications Company is a communications unit of the United States Marine Corps. They are part of Combat Logistics Regiment 37 , 3rd Marine Logistics Group (3MLG) and III Marine Expeditionary Force (III MEF). The unit is based out of the Marine Corps Base Camp Smedley D.  with more than 15 million customers in 37 states and nearly $10 billion in annual revenues.

Alltel claims the protection of the safe-harbor for forward-looking statements contained in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Forward-looking statements are subject to uncertainties that could cause actual future events and results to differ materially from those expressed in the forward-looking statements. These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events and results. Actual future events and results may differ materially from those expressed in these forward-looking statements as a result of a number of important factors. Representative examples of these factors include (without limitation) adverse changes in economic conditions in the markets served by Alltel; the extent, timing, and overall effects of competition in the communications business; material changes in the communications industry communications industry, broadly defined, the business of conveying information. Although communication by means of symbols and gestures dates to the beginning of human history, the term generally refers to mass communications.  generally that could adversely affect vendor relationships with equipment and network suppliers and customer relationships with wholesale customers; changes in communications technology; the risks associated with pending acquisitions and dispositions, including the pending acquisition of Midwest Wireless and the pending disposition of the wireline business; the risks associated with the integration of acquired businesses; adverse changes in the terms and conditions of the wireless roaming agreements of Alltel; the potential for adverse changes in the ratings given to Alltel's debt securities by nationally accredited accredited

recognition by an appropriate authority that the performance of a particular institution has satisfied a prestated set of criteria.


accredited herds
cattle herds which have achieved a low level of reactors to, e.g.
 ratings organizations; the availability and cost of financing in the corporate credit and debt markets necessary to consummate the disposition of the wireline business; the uncertainties related to Alltel's strategic investments; the effects of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
; and the effects of federal and state legislation, rules, and regulations governing the communications industry. In addition to these factors, actual future performance, outcomes, and results may differ materially because of more general factors including (without limitation) general industry and market conditions and growth rates Growth Rates

The compounded annualized rate of growth of a company's revenues, earnings, dividends, or other figures.

Notes:
Remember, historically high growth rates don't always mean a high rate of growth looking into the future.
, economic conditions, and governmental and public policy changes.

Alltel, NYSE: AT

www.alltel.com
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jun 29, 2006
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