BellSouth Shareholders Vote Overwhelmingly to Approve Merger Agreement With AT&T
21 Juillet 2006 - 6:43PM
PR Newswire (US)
BellSouth Announces Preliminary Voting Results from Special Meeting
of Shareholders ATLANTA, July 21 /PRNewswire-FirstCall/ --
Shareholders of BellSouth Corporation (NYSE:BLS) have
overwhelmingly voted to approve a merger agreement with AT&T
(NYSE:T), the company reported at the conclusion of the special
shareholder meeting today. BellSouth reported that approximately 97
percent of the shares that were voted approved the merger. This
represents 1.22 billion - or more than 67 percent - of the
company's outstanding shares. Approval of the merger agreement
required a positive vote of a majority of the outstanding shares.
The proposed transaction will create a company that will be a more
effective and efficient provider of wireless, broadband, video,
voice, data and directory services. The merger will also place
control of Cingular Wireless under one company. "Today's
affirmative shareholder vote is a significant step in the merger
approval process and demonstrates the value of the combination of
AT&T and BellSouth," said BellSouth Chairman and CEO Duane
Ackerman. "This merger will set the standard for communications in
the 21st century. BellSouth's customers will benefit from a shared
vision of exceptional customer service and product innovation."
Ackerman stated that the company has made substantial progress
toward completion of the regulatory approvals and that the merger
is expected to close in the fall. Upon closing, BellSouth will be a
direct wholly owned subsidiary of AT&T. Under the terms of the
agreement, BellSouth's shareholders will receive 1.325 AT&T
shares for each BellSouth share that they hold. This exchange ratio
represents a 17.9 percent premium based on AT&T and BellSouth's
stock prices on March 3, 2006, the last trading day before the
merger announcement. Shareholders will also benefit from ongoing
ownership of 38 percent of the combined company and will be able to
participate in the significant synergies this merger will generate.
About BellSouth Corporation BellSouth Corporation is a Fortune 500
communications company headquartered in Atlanta, Georgia. BellSouth
has joint control and 40 percent ownership of Cingular Wireless,
the nation's largest wireless voice and data provider with 57.3
million customers. Backed by award-winning customer service,
BellSouth offers the most comprehensive and innovative package of
voice and data services available in the market. Through BellSouth
Answers(R), residential and small business customers can bundle
their local and long distance service with dial-up and high-speed
DSL Internet access, satellite television and Cingular(R) Wireless
service. For businesses, BellSouth provides secure, reliable local
and long distance voice and data networking solutions. BellSouth
also offers print and online directory advertising through The Real
Yellow Pages(R) and YELLOWPAGES.COM(TM) from BellSouth. BellSouth
believes that diversity and fostering an inclusive environment are
critical in maintaining a competitive advantage in today's global
marketplace. More information about BellSouth can be found at
http://www.bellsouth.com/. Safe Harbor In addition to historical
information, today's presentation may contain forward-looking
statements regarding events and financial trends. Factors that
could prevent or delay completion of the proposed merger with
AT&T, could affect the future results of the merged company and
could cause the merged company's actual results to differ from
those expressed in the forward-looking statements include: (i) our
and AT&T's ability to obtain governmental approvals of the
proposed merger on the proposed terms and contemplated schedule;
(ii) the failure of AT&T shareholders to approve the issuance
of AT&T common shares in the merger or the failure of our
shareholders to approve the merger; (iii) the risk that the
businesses of AT&T and BellSouth will not be integrated
successfully or as quickly as expected; (iv) the risk that the cost
savings and any other synergies from the merger, including any
savings and other synergies relating to the resulting sole
ownership of Cingular Wireless LLC, may not be fully realized or
may take longer to realize than expected; (v) disruption from the
merger making it more difficult to maintain relationships with
customers, employees or suppliers; and (vi) those factors contained
in the proxy statement relating to the proposed merger filed with
the SEC. DATASOURCE: BellSouth Corporation CONTACT: Jeff Battcher
of BellSouth, +1-404-249-2793, or Web site:
http://www.bellsouth.com/
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