AT&T* and Centennial Communications Corp. (NASDAQ: CYCL)
announced today that the Department of Justice has cleared
AT&T’s proposed acquisition of Centennial. The Department has
entered into a consent decree with AT&T and Centennial that
allows the acquisition to proceed, while requiring that AT&T
divest Centennial’s operations in eight service areas in Louisiana
and Mississippi. The eight service areas are Alexandria, La.,
Lafayette, La., LA-3 (DeSoto), LA-5 (Beauregard), LA-6 (Iberville),
LA-7 (West Feliciana), MS-8 (Claiborne) and MS-9 (Copiah).
“We are pleased with the Department of Justice’s decision and
see it as an important step toward closing our acquisition of
Centennial,” said Wayne Watts, Senior Executive Vice President and
General Counsel, AT&T Inc. “The combination of AT&T and
Centennial will bring together two complementary wireless
businesses and will produce meaningful benefits for customers of
both companies. The acquisition of Centennial’s assets will help us
enhance our 3G wireless network — the nation’s fastest.”
"We appreciate the Department of Justice's efforts in clearing
the merger," said Michael J. Small, Centennial's Chief Executive
Officer. “With this approval, Centennial hopes to complete the FCC
review process soon so that our customers can begin to enjoy the
meaningful benefits that our merger with AT&T will bring
them.”
In May 2009, AT&T announced a definitive agreement to sell
to Verizon Wireless five of the Centennial service areas covered
under the DOJ ruling. The five service areas are Lafayette, La.,
LA-5 (Beauregard), LA-6 (Iberville), LA-7 (West Feliciana) and MS-8
(Claiborne).
On November 7, 2008, AT&T and Centennial entered into an
agreement under which AT&T would acquire Centennial. Under the
terms of the merger agreement, Centennial stockholders would
receive $8.50 per share in cash. The acquisition was approved by
Centennial's stockholders in February 2009 but remains subject to
approval by the Federal Communications Commission and to other
customary closing conditions. AT&T and Centennial expect that,
assuming timely satisfaction or waiver of all remaining closing
conditions, the merger will be completed early in the fourth
quarter of calendar year 2009.
*AT&T products and services are provided or offered by
subsidiaries and affiliates of AT&T Inc. under the AT&T
brand and not by AT&T Inc.
About AT&T
AT&T Inc. (NYSE:T) is a premier communications holding
company. Its subsidiaries and affiliates – AT&T operating
companies – are the providers of AT&T services in the United
States and around the world. With a powerful array of network
resources that includes the nation’s fastest 3G network, AT&T
is a leading provider of wireless, Wi-Fi, high speed Internet and
voice services. AT&T offers the best wireless coverage
worldwide, offering the most wireless phones that work in the most
countries. It also offers advanced TV services under the AT&T
U-verseSM and AT&T │DIRECTVSM brands. The company’s suite of
IP-based business communications services is one of the most
advanced in the world. In domestic markets, AT&T’s Yellow Pages
and YELLOWPAGES.COM organizations are known for their leadership in
directory publishing and advertising sales. In 2009, AT&T again
ranked No. 1 in the telecommunications industry on FORTUNE®
magazine’s list of the World’s Most Admired Companies.
About Centennial
Centennial Communications (NASDAQ:CYCL), based in Wall, NJ, is a
leading provider of regional wireless and integrated communications
services in the United States and Puerto Rico with approximately
1.1 million wireless subscribers and 694,900 access lines and
equivalents. The U.S. business owns and operates wireless networks
in the Midwest and Southeast covering parts of six states.
Centennial’s Puerto Rico business owns and operates wireless
networks in Puerto Rico and the U.S. Virgin Islands and provides
facilities-based integrated voice, data and Internet solutions.
Welsh, Carson, Anderson & Stowe is a significant shareholder of
Centennial. For more information regarding Centennial, please visit
our websites http://www.centennialwireless.com/ and
http://www.centennialpr.com/.
© 2009 AT&T Intellectual Property. All rights reserved.
AT&T, the AT&T logo and all other marks contained herein
are trademarks of AT&T Intellectual Property and/or AT&T
affiliated companies. All other marks contained herein are the
property of their respective owners.
Cautionary Language Concerning Forward-Looking
Statements
Information set forth in this press release contains financial
estimates and other forward-looking statements that are subject to
risks and uncertainties, and actual results might differ
materially. A discussion of factors that may affect future results
is contained in AT&T’s filings with the Securities and Exchange
Commission. AT&T disclaims any obligation to update and revise
statements contained in this news release based on new information
or otherwise.
Safe Harbor Provision
Cautionary statement for purposes of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995:
Information in this release that involves Centennial's
expectations, beliefs, hopes, plans, projections, estimates,
intentions or strategies regarding the future are forward-looking
statements. Such forward-looking statements are subject to a number
of risks, assumptions and uncertainties that could cause
Centennial’s actual results to differ materially from those
projected in such forward-looking statements. These risks,
assumptions and uncertainties include, but are not limited to: the
occurrence of any event, change or other circumstance that could
give rise to the termination of our agreement to be acquired by
AT&T (the “AT&T Transaction”) or failure of the AT&T
Transaction to close for any other reason; the outcome of any legal
proceeding that has been or may be instituted against Centennial
and others relating to the AT&T Transaction; the inability to
complete the AT&T Transaction due to the failure to satisfy
conditions to consummate the AT&T Transaction; risks that the
AT&T Transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
AT&T Transaction; business uncertainty and contractual
restrictions during the pendency of the AT&T Transaction, which
may adversely affect our relationships with our employees,
customers and suppliers; the diversion of management’s attention to
the AT&T Transaction from ongoing business concerns; the effect
of the announcement and pendency of the AT&T Transaction on our
customer and supplier relationships, operating results and business
generally; the amount of the costs, fees, expenses and charges
related to the AT&T Transaction; the timing of the completion
of the AT&T Transaction or the impact of the AT&T
Transaction on our capital resources, cash requirements,
profitability, management resources and liquidity; the effects of
the current recession in the United States and general downturn in
the economy, including the effects on unemployment, consumer
confidence, consumer debt levels, consumer spending and other
macroeconomic conditions that could impact the demand for the
products and services we provide and our customers’ ability to pay
for them; our need to refinance or amend existing indebtedness on
or prior to its stated maturity and the difficulties and
illiquidity experienced by the debt/capital markets; the effects of
vigorous competition in our markets, which may make it difficult
for us to attract and retain customers and to grow our customer
base and revenue and which may increase churn, which could reduce
our revenue and increase our costs; the fact that many of our
competitors are larger than we are, have greater financial
resources than we do, are less leveraged than we are, have more
extensive coverage areas than we do, and may offer less expensive
and more technologically advanced products and services than we do;
our ability to gain access to the latest technology handsets in a
timeframe and at a cost similar to our competitors; our ability to
acquire, and the cost of acquiring, additional spectrum in our
markets to support growth and deployment of advanced technologies,
including 3G and 4G services; our ability to successfully deploy
and deliver wireless data services to our customers, including next
generation 3G and 4G technology; the effect of changes in the level
of support provided to us by the Universal Service Fund, or USF;
our ability to grow our subscriber base at a reasonable cost to
acquire; our dependence on roaming agreements for a significant
portion of our wireless revenue and the expected decline in roaming
revenue over the long term; our ability to successfully integrate
any acquired markets or businesses; the effects of higher than
anticipated handset subsidy costs; our dependence on roaming
agreements for our ability to offer our wireless customers
competitively priced regional and nationwide rate plans that
include areas for which we do not own wireless licenses; the
effects of adding new subscribers with lower credit ratings; our
substantial debt obligations, including restrictive covenants,
which place limitations on how we conduct business; market prices
for the products and services we offer may decline in the future;
changes and developments in technology, including our ability to
upgrade our networks to remain competitive and our ability to
anticipate and react to frequent and significant technological
changes which may render certain technologies used by us obsolete;
the effects of a decline in the market for our Code Division
Multiple Access -based technology; the effects of consolidation in
the telecommunications industry; general economic, business,
political and social conditions in the areas in which we operate,
including the effects of downturns in the economy, world events,
terrorism, hurricanes, tornadoes, wind storms and other natural
disasters; our ability to generate cash and the availability and
cost of additional capital to fund our operations and our
significant planned capital expenditures; the effects of
governmental regulation of the telecommunications industry; our
ability to attract and retain qualified personnel; the effects of
network disruptions and system failures; our ability to manage,
implement and monitor billing and operational support systems; the
results of litigation filed or which may be filed against us or our
vendors, including litigation relating to wireless billing, using
wireless telephones while operating an automobile and litigation
relating to infringement of patents; the effects of scientific
reports that may demonstrate possible health effects of radio
frequency transmission from use of wireless telephones; and
the influence on us by our significant stockholder and
anti-takeover provisions and other risks referenced from time to
time in Centennial’s filings with the Securities and Exchange
Commission. All forward-looking statements included in this release
are based upon information available to Centennial as of the date
of the release, and we assume no obligation to update or revise any
such forward-looking statements.
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