UPCS Ubiquitel Inc. (MM)

CONSHOHOCKEN, Pa., June 27 /PRNewswire-FirstCall/ -- UbiquiTel Inc. (NASDAQ:UPCS), a PCS Affiliate of Sprint Nextel Corporation (NYSE:S), announced that at the company's annual meeting of stockholders held today, stockholders approved the adoption of the merger agreement with Sprint Nextel. The transaction is expected to close promptly. "We are extremely pleased with the outcome of today's vote and appreciate the support of our stockholders throughout this process," said Donald A. Harris, Chairman and CEO of UbiquiTel. "We believe that the transaction represents the best value-creation alternative for our company and all UbiquiTel stockholders. We look forward to working with the Sprint Nextel team as we integrate our businesses." 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. 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. 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 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. DATASOURCE: UbiquiTel Inc. CONTACT: Brighid de Garay, +1-610-832-3311, , or Tayo Ogundipe, +1-610-832-3340, , both of UbiquiTel; or Judith Wilkinson or Jamie Moser, of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449 Web site: http://www.ubiquitelpcs.com/

Copyright