Alltel Announces Details for Completion of Wireline Spin, Merger with VALOR Communications; Sets record date of July 12, 2006,
June 29 2006 - 12:36PM
Business Wire
Alltel (NYSE: AT) today announced that it expects to close the
spin-off of its wireline business and merge that business into
VALOR 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 under the
symbol WIN. On July 17, 2006, VALOR Communications will issue
approximately 403 million shares of common stock pro rata 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 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 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 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 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 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; 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, economic
conditions, and governmental and public policy changes. Alltel,
NYSE: AT www.alltel.com
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