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AT&T and BellSouth to Merge
Posted on 6-Mar-2006 12:30 | Filed under: News



AT&T Inc. and BellSouth Corporation have announced an agreement to merge the two companies, a combination that will create a giant provider in the wireless, broadband, video, voice and data markets.

The companies says the merger will streamline the ownership and operations of Cingular Wireless, which is jointly owned by AT&T and BellSouth. The new company will combe the Cingular, BellSouth and AT&T networks into a single integrated wireless and wireline Internet Protocol network offering a full range of advanced solutions.

The expected result is faster convergence of new and improved services for consumers and businesses, bringing to the market the industry's shift to Internet Protocol network-based technologies.

The merger combines three companies that currently operate separately and independently: AT&T, BellSouth and Cingular Wireless. AT&T and BellSouth estimate that synergies from the combination will ramp quickly to reach an annual run rate exceeding US$2 billion in the second year after closing, and estimate the net present value of expected synergies at nearly US$18 billion.

AT&T has committed to continue BellSouth's historic levels of charitable contributions and community activities, including the continued funding of charitable activities and economic development and education initiatives throughout BellSouth's nine–state area.

Since AT&T and BellSouth are not actual competitors in the local, long distance and video markets, and because BellSouth is not a significant competitor with AT&T in the enterprise market, the merger will not reduce competition in any of those markets.

Under terms of the agreement, approved by the boards of directors of both companies, shareholders of BellSouth will receive 1.325 shares of AT&T common stock for each common share of BellSouth. Based on AT&T's closing stock price on March 3, 2006, this exchange ratio equals US$37.09 per BellSouth common share. This represents a 17.9 percent premium over BellSouth's closing stock price on March 3, 2006, and a total equity consideration currently valued at approximately US$67 billion.

The merger, which is subject to approval by shareholders of both companies, as well as regulatory authorities and to other customary closing conditions, is expected to close within approximately 12 months.

The merger will allow for closer integration of the company's wireless, wireline, and IP products and services over a single global IP network. This is critical as the industry moves forward with convergence of the "three screens" that many consumers rely on most today — televisions, computers and wireless devices.

AT&T Chairman and CEO Edward E. Whitacre Jr will serve as chairman, CEO and a member of the board of directors of the combined company. Duane Ackerman, chairman and CEO of BellSouth will serve as chairman and CEO of BellSouth operations for a transition period following the merger. Additionally, three members of BellSouth's board of directors will join the AT&T board.

The corporate headquarters for the combined company will remain in San Antonio. Cingular's headquarters will remain in Atlanta, as will the combined company's Southeast









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