Alltel Announces Final Results of Western Wireless Merger Consideration Elections.LITTLE ROCK, Ark. -- Alltel (NYSE NYSE See: New York Stock Exchange :AT) today announced the results of the merger consideration elections by Western Wireless Corporation shareholders. The available elections of the merger consideration were cash or shares of Alltel common stock, or a combination of both. Based on the final election results, Alltel will issue an aggregate of 54,277,853 shares of common stock and pay $933,364,615 (excluding cash in lieu Cash In Lieu (CIL) In a typical exchange offer, "old" shares of the target company are exchanged for "new shares". of fractional shares). The following information was provided by Computershare Trust Co. of New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , the exchange agent, regarding the final election results: --The holders of 200,054 shares of Western Wireless common stock elected to receive cash in exchange for their Western Wireless shares; --The holders of 93,888,401 shares of Western Wireless common stock elected to exchange their shares for shares of Alltel common stock; --The holders of 2,763,209 shares of Western Wireless common stock elected to receive a combination of cash and Alltel common stock in exchange for their Western Wireless shares; and --The holders of 4,052,618 shares of Western Wireless common stock did not make an election and are eligible to receive a combination of cash and Alltel common stock in exchange for their Western Wireless shares. Each share of Alltel common stock that is the subject of a valid cash election will be exchanged for $40 in cash. Western Wireless shareholders making an effective election to receive stock will receive .539272 shares of Alltel common stock and $9.18 in cash, as a result of proration Proration A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered. . Shareholders receiving the mixed consideration will receive $9.25 in cash and .535 shares of Alltel common stock for each share of their Western Wireless common stock. For shareholders that made a valid election, the exchange agent will mail stock certificates and/or cash approximately five business days after the closing. The merger is effective at 12 a.m. PDT PDT abbr. Pacific Daylight Time PDT Pacific Daylight Time PDT n abbr (US) (= Pacific Daylight Time) → hora de verano del PacĂfico PDT , Aug. 1, 2005. Shareholders who do not receive new stock certificates and/or cash by August 19, 2005, may contact Computershare Trust at 800- 245-7630. 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 14 million customers in 36 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 and Western Wireless; 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 Noun 1. communications technology - the activity of designing and constructing and maintaining communication systems engineering, technology - the practical application of science to commerce or industry ; the risks associated with pending acquisitions and the integration of acquired businesses, including the acquisition of Western Wireless; adverse changes in the terms and conditions of the wireless roaming agreements of Alltel and Western Wireless; 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. |
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