ISS Recommends That UbiquiTel Stockholders Vote FOR Proposed Merger With Sprint Nextel
June 15 2006 - 10:14AM
PR Newswire (US)
ISS Recommends That Stockholders Vote FOR All UbiquiTel Director
Nominees CONSHOHOCKEN, Pa., June 15 /PRNewswire-FirstCall/ --
UbiquiTel (NASDAQ:UPCS), a PCS Affiliate of Sprint Nextel
Corporation (NYSE:S), today announced that Institutional
Shareholder Services Inc. (ISS) recommended that UbiquiTel
stockholders vote FOR the proposed merger with Sprint Nextel at
UbiquiTel's June 27, 2006 annual meeting of stockholders. ISS also
recommended that UbiquiTel stockholders vote FOR all UbiquiTel
director nominees at the upcoming annual meeting. Stockholders of
record as of the close of business on May 11, 2006 will be entitled
to vote at the meeting. ISS is a leading independent U.S. proxy
advisory firm and its voting analyses and recommendations are
relied upon by hundreds of major institutional investment funds,
mutual funds and fiduciaries throughout the country. In
recommending that UbiquiTel stockholders vote FOR the proposed
merger with Sprint Nextel and FOR UbiquiTel's director nominees,
ISS stated that: "Based upon limited strategic options available to
UPCS, a valuation that appears to be in line with the company's
peers and the lack of negative deal process issues, we recommend
that UPCS shareholders vote FOR this transaction. Because we
support the transaction, ... we also recommend that shareholders
vote FOR the incumbent director nominees."(1) "We are pleased that
ISS has recommended that UbiquiTel stockholders vote for our
proposed merger with Sprint Nextel and for our board nominees,"
said Donald A. Harris, Chairman and CEO of UbiquiTel. "The ISS
conclusion is 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 may be able to vote their shares by telephone or by
the Internet, and are advised that if they have any questions or
need any assistance in voting their shares, they should contact
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 ISS report was neither
sought nor obtained. DATASOURCE: UbiquiTel CONTACT: Brighid de
Garay, +1-610-832-3311, , or Tayo Ogundipe, +1-610-832-3340, , both
of UbiquiTel; or Judith Wilkinson or Jamie Moser, both of Joele
Frank, Wilkinson Brimmer Katcher, +1-212-355-4449 Web site:
http://www.ubiquitelpcs.com/
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