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Nextel Partners Put Price Determined

Dec. 20, 2005

Nextel Partners and Sprint Nextel Corp. announced the put price under Partners' charter has been determined to be $28.50 per share of Partners' Class A common stock. This is the price at which Sprint Nextel will purchase Nextel Partners' Class A common stock under the put right in Nextel Partners' charter initiated by Nextel Partners shareholders in October 2005 following the Sprint Nextel merger.

The put price was determined after the two appraisers, Morgan Stanley and Lazard, issued their reports that determined fair market value for Nextel Partners as defined in the charter. As set forth in their respective reports, Morgan Stanley determined fair market value of Partners' equity to be $9.6 billion, or $29.75 per fully diluted share and Lazard determined fair market value of Partners' equity to be $8.8 billion, or $27.25 per fully diluted share.

As provided in the charter, because the two appraisers' values are within 10% of each other, the final fair market value is the average of the two appraisers' determinations. The aggregate amount payable to Partners Class A stockholders will be $6.5 billion including amounts payable upon conversion of debt securities and upon settlement of options. This transaction implies an enterprise value for Nextel Partners at approximately $10 billion.

"Sprint Nextel shares with Nextel Partners a commitment of excellence to our customers, employees and shareholders. As we work through the regulatory approval processes, we intend to focus on plans for efficiently integrating Partners' business into our operations in a way that is seamless for customers and employees," commented Sprint Nextel CEO Gary Forsee.

"From inception we have placed the interests of our investors, customers and fellow partners (employees) first and foremost," said John Chapple, Nextel Partners Chairman, CEO and President. "We believe that aligned with Sprint Nextel we are poised to move to the next level. This is an across the board success. It results in an attractive price and provides certainty for all Nextel Partners shareholders."

The put price is final and binding on all Nextel Partners shareholders unless notice of a challenge is provided to Sprint Nextel before 5 p.m. EST on January 9, 2006. Under the charter, challenging shareholders will receive a maximum put price that is estimated to be well below the put price. Sprint Nextel has waived its right to challenge the put price and has opted to pay cash as consideration for the purchase of the Class A shares.

The transaction is subject to the customary regulatory approvals, including review by the Federal Communications Commission and the Department of Justice, and is expected to be completed by the end of the second quarter of 2006.

 

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