Cautionary Language
Concerning Forward-Looking Statements
Information set forth in this communication,
including financial
estimates and statements as to the expected timing,
completion and effects of the proposed merger between AT&T and DIRECTV, constitute
forward-looking statements within
the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.
These estimates and
statements are subject to risks and uncertainties, and actual results might differ materially.
Such estimates and statements
include, but are not limited to, statements about the
benefits of the merger, including future financial and operating results,
the combined
companys plans, objectives, expectations and intentions, and other statements that are not historical facts.
Such statements are based upon the current beliefs and expectations of the management of
AT&T and DIRECTV and are
subject to significant risks and uncertainties outside of
our control.
Among the risks and uncertainties that could cause actual results to differ
from those described in the forward-looking
statements are the following: (1) the
occurrence of any event, change or other circumstances that could give rise to the
termination of the merger agreement, (2) the risk that DIRECTV stockholders may not adopt the
merger agreement, (3) the risk
that the necessary regulatory approvals may not be
obtained or may be obtained subject to conditions that are not anticipated,
(4) risks
that any of the closing conditions to the proposed merger may not be satisfied in a timely manner, (5) risks related to
disruption of management time from ongoing business operations due to the proposed merger, (6)
failure to realize the benefits
expected from the proposed merger and (7) the effect of
the announcement of the proposed merger on the ability of DIRECTV
and AT&T to
retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their
operating results and businesses generally. Discussions of additional risks and uncertainties
are contained in AT&Ts and
DIRECTVs filings with the Securities and
Exchange Commission. Neither AT&T nor DIRECTV is under any obligation, and each
expressly disclaim any obligation, to update, alter, or otherwise revise any
forward-looking statements, whether written or oral,
that may be made from time to
time, whether as a result of new information, future events, or otherwise.
Persons
reading this
announcement are cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date
hereof.
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