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ots Ad hoc-Service: Deutsche Telekom AG
US Mobile Provider Powertel to be Acquired
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VoiceStream Coverage to Expand Substantially in the United States
VoiceStream Wireless Corporation (Nasdaq: VSTR), and Powertel Inc. (Nasdaq: PTEL) today announced that they have entered into a definitive agreement for VoiceStream Wireless to acquire Powertel. The proposed transaction will substantially expand VoiceStream's GSM mobile coverage in the Southeastern United States.
As previously announced, Deutsche Telekom (NYSE: DT, FSE: DTE) has agreed to acquire VoiceStream, one of the leading national mobile carriers in the United States. To facilitate the combination of the three companies, Deutsche Telekom and Powertel have entered into a separate definitive agreement for Deutsche Telekom to acquire Powertel and for the Powertel shareholders to receive 2.6353 Deutsche Telekom shares for each share of Powertel common stock, subject to certain adjustments. Based on the closing price of the Deutsche Telekom ordinary shares at the Frankfurt Stock Exchange on August 25, 2000 of EUR 44.30 (approximately US-Dollar 39.98), each share of Powertel common stock would have a potential value of US-Dollar 105.36. Based on approximately 55.9 million fully diluted Powertel shares, Deutsche Telekom would issue up to approximately 147.3 million new shares. This represents a transaction value of approximately US-Dollar 5.89 billion. The Deutsche Telekom/Powertel acquisition is expected to close immediately after the Deutsche Telekom/VoiceStream acquisition closes. The separate VoiceStream/Powertel merger will not close if the Deutsche Telekom/VoiceStream merger is consummated. Thus, the Powertel shareholders will receive Deutsche Telekom shares unless the merger between VoiceStream and Deutsche Telekom is terminated. The transaction structure was designed to provide U.S. tax deferred treatment to Powertel shareholders.
Approximately US-Dollar 1.2 billion in Powertel debt will be assumed. Certain principal shareholders of Powertel agreed to hold the Deutsche Telekom shares they would receive in the transaction for a certain period of time. Major shareholders of Powertel and VoiceStream owning more than 50 percent of the outstanding shares of each of Powertel and VoiceStream, respectively, have agreed to vote in favor of the mergers. The transactions are subject to regulatory approvals, including approval of the Federal Communications Commission, Powertel and VoiceStream shareholder approvals and other customary closing conditions.
Powertel owns mobile licenses covering 25 million people and operates a GSM network spanning 12 states in the Southeastern United States, in areas where VoiceStream currently does not market its mobile services. As of June 30, 2000, Powertel had approximately 727,000 customers, year-to-date total revenues of Dollar 212.3 million and positive operating cash flow for the last two quarters. Together with Powertel, Voicestream will own licenses covering 245 million people in the United States, of which 118 million already have coverage. With the addition of the Atlanta market covered by Powertel, VoiceStream will serve 24 of the top 25 markets in the United States. As of the end of the second quarter 2000, VoiceStream and Powertel together served approximately 3.3 million subscribers.
This release contains certain statements that are neitherreported financial results nor other historical information. These statements are forward-looking statements within the meaning of the safe-harbor provisions of the U.S. federal securities laws. Because these forward-looking statements are subject to risks and uncertainties, actual future results may differ materially from those expressed in or implied by the statements. Many of these risks and uncertainties relate to factors that are beyond the companies' ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of governmental regulators and other risk factors detailed in Deutsche Telekom's, VoiceStream's, and Powertel's reports filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The companies do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release.
Investors and security holders are advised to read the proxy statement/prospectus regarding the transactions referenced in thispress release, when it becomes available, because it will contain important information. The proxy statement/prospectus will be filed with the Securities and Exchange Commission by Deutsche Telekom, VoiceStream and Powertel. Security holders may obtain a free copy of the proxy statement/prospectus (when available) and other related documents filed by Deutsche Telekom, VoiceStream, and Powertel at the Commission's website at www.sec.gov or at the Commission's public reference room located at 450 Fifth Street, NW, Washington D.C 20549 or at one of the Commission's other public reference rooms in New York, New York and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further information of the public reference rooms. When available, the proxy statement/prospectus and the other documents may also be obtained from Deutsche Telekom by contacting Deutsche Telekom, Attention: Petra Michalscheck, Investor Relations, 140 Friedrich-Ebert-Allee, 53113 Bonn, Germany and/or Deutsche Telekom, Inc., Attention: Brigitte Weniger, 280 Park Avenue, 26th Floor, New York, New York 10017; VoiceStream Wireless Corporation by contacting VoiceStream Wireless Corporation, Attention: Ken Prussing, Executive Director, Investor Relations, 3650 131st Avenue SE, Bellevue, WA 98006;and Powertel, Inc. by contacting Powertel, Inc., Attention Kevin Inda, Vice President Investor Relations, 1239 O.G. Skinner Drive, West Post, GA 31833.
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