FOR
IMMEDIATE RELEASE
ALLTEL
TO BE ACQUIRED BY TPG CAPITAL AND GS CAPITAL PARTNERS FOR $71.50 PER SHARE
Little
Rock, AR May 20, 2007 - 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. Goldman Sachs and Citigroup 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.
Media
Contact
Alltel:
Andrew
Moreau, Vice President - Corporate Communications
501-905-7962
TPG
Capital:
Owen
Blicksilver
Owen
Blicksilver PR, Inc.
516-742-5950
GSCP:
Peter
Rose
212-902-5400
Investor
Contact
Alltel:
John
Ebner, Senior Vice President of Investor Relations and Treasurer
501-905-8991