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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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