Alltel to Be Acquired by TPG Capital and GS Capital Partners for $71.50 Per Share
May 20 2007 - 10:38PM
Business Wire
Alltel Corp. (NYSE: AT) today announced that it has signed a
definitive merger agreement to be acquired by TPG Capital and GS
Capital Partners (�GSCP�), in a transaction valued at approximately
$27.5 billion. Under the terms of the merger agreement, TPG Capital
and GSCP will acquire all of the outstanding common stock of Alltel
for $71.50 per share in cash. The purchase price per share
represents a 23% premium over Alltel�s closing share price prior to
media reports of a potential transaction published on December 29,
2006. Alltel intends to pay its regular quarterly common share
dividend until closing. Alltel�s Board of Directors has unanimously
approved the merger agreement after a comprehensive review of the
company�s strategic options, and has recommended the approval of
the transaction by Alltel�s shareholders. Completion of the
transaction, which is currently expected to occur by the fourth
quarter of 2007 or by the first quarter of 2008, is contingent upon
customary closing conditions, including approval by Alltel's
shareholders and certain regulatory approvals. Shareholders will be
asked to vote on the proposed transaction at a special meeting that
will be held on a date to be announced. Scott Ford, Alltel�s chief
executive officer, will remain in his current role. �This
transaction delivers substantial and certain value to our
shareholders while providing the company with long-term partners
who share our commitment to our customers, employees and the
communities we serve,� said Mr. Ford. �TPG and GSCP are long-term
investors who are willing to make the investments necessary to
continue to grow our wireless business in all of our markets. This
transaction also ensures our customers can continue to rely on
Alltel to deliver high-quality service and leading edge products
and services.� "Alltel is a great company with a terrific
management team," said Jim Coulter, founding partner, TPG. "We look
forward to working with them to continue to grow one of the
nation's premier wireless providers." "Alltel has a long history of
growth through strategic acquisitions, combined with a strong focus
on customer service," said Richard Friedman, head of the Merchant
Banking Division at Goldman Sachs. "We are excited about this
opportunity to partner with an exceptional management team to
continue to support their strategies for growth." Merrill Lynch
& Co., Stephens Inc. and JP Morgan Securities Inc. acted as
Alltel�s financial advisors, and Wachtell, Lipton, Rosen & Katz
acted as legal advisor. Citigroup and Goldman Sachs acted as
financial advisors to TPG and GSCP; Cleary Gottlieb Steen &
Hamilton LLP acted as legal advisor to TPG; Weil Gotshal &
Manges LLP acted as legal advisor to GSCP, and Akin Gump Strauss
Hauer & Feld LLP acted as regulatory counsel to the buyers.
Acquisition financing will be provided by Goldman Sachs, Citigroup,
Barclays and RBS. About Alltel Alltel is owner and operator of the
nation's largest wireless network and has 12 million wireless
customers. About TPG Capital TPG Capital is the global buyout group
of TPG, a leading private investment firm founded in 1992, with
more than $30 billion of assets under management and offices in San
Francisco, London, Hong Kong, New York, Minneapolis, Fort Worth,
Melbourne, Menlo Park, Moscow, Mumbai, Shanghai, Singapore and
Tokyo. TPG Capital has extensive experience with global public and
private investments executed through leveraged buyouts,
recapitalizations, spinouts, joint ventures and restructurings. TPG
Capital's investments span a variety of industries including
communications, technology, healthcare, retail/consumer, travel,
media, industrials and financial services. Please visit
www.tpg.com. About GS Capital Partners Since 1986, Goldman Sachs
has raised thirteen private equity and mezzanine investment funds
aggregating $56 billion of capital commitments. GS Capital Partners
is the private equity vehicle through which The Goldman Sachs
Group, Inc., conducts its privately negotiated corporate equity
investment activities. GS Capital Partners is currently investing
its GS Capital Partners VI fund. GS Capital Partners is a global
private equity group with a focus on large, sophisticated business
opportunities in which value can be created through leveraging the
resources of Goldman Sachs. Forward-Looking Statements 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): the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement with TPG and GS Capital; the inability to complete the
merger due to the failure to obtain stockholder approval for the
merger or the failure to satisfy other conditions to completion of
the merger, including the receipt of all regulatory approvals
related to the merger; risks that the proposed transaction disrupts
current plans and operations; 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 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 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. IMPORTANT
ADDITIONAL INFORMATION AND WHERE TO FIND IT: In connection with the
proposed merger, Alltel will file a proxy statement with the
Securities and Exchange Commission (the "SEC"). INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER AND THE PARTIES TO THE MERGER. Investors and
security holders may obtain a free copy of the proxy statement
(when available) and other relevant documents filed with the SEC
from the SEC's website at http://www.sec.gov. Alltel�s security
holders and other interested parties will also be able to obtain,
without charge, a copy of the proxy statement and other relevant
documents (when available) by directing a request by mail or
telephone to Director-Investor Relations, Alltel Corporation, One
Allied Drive, Little Rock, AR 72202, telephone 1-877-446-3628 or
from Alltel�s website, www.alltel.com. Alltel and its directors and
certain of its officers may be deemed to be participants in the
solicitation of proxies from Alltel�s shareholders with respect to
the merger. Information about Alltel�s directors and executive
officers and their ownership of Alltel�s common stock is set forth
in the proxy statement for Alltel�s 2007 Annual Meeting of
Shareholders, which was filed with the SEC on April 16, 2007.
Shareholders and investors may obtain additional information
regarding the interests of Alltel and its directors and executive
officers in the merger, which may be different than those of
Alltel�s shareholders generally, by reading the proxy statement and
other relevant documents regarding the merger, which will be filed
with the SEC.
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