Sprint Nextel merger up for a vote

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teleguy
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Jun 3, 2005, 2:25 AM

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Well, we haven't had a merger thread yet since the announcement. But with things happening in earnest now maybe it's time.

Sprint and Nextel are putting on a brave public face, pending the vote of shareholders next month. Most expect the merger to be approved, but the question is with or without fireworks? Sprint shareholders,in particular, have shown an independent streak in recent times that may make a few waves before it's over.

The moving of the headquarters of the new entity out of Overland Park where it currently resides in a brand new facility may be one bone of contention. Others include the makeup of the new board of directors and priorities going forward such as interoperability vs. EVDO -- which one gets the money and engineering help to get done today?

On the positive side, there may be fewer overlapping functions , and hence fewer pink slips than were at first feared by employees of both companies. Time will tell.

It should be interesting. Give us your perspective. What do you think?

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Sprint vote likely in July on merger with Nextel
Sprint Corp. shareholders are likely to vote on the company's proposed merger with Nextel Communications Inc. early next month, with federal approval expected shortly afterward, Sprint Chairman and CEO Gary Forsee said yesterday.
Forsee told analysts in New York that the companies are moving quickly through levels of federal and state regulatory review, and that the Justice Department probably will approve the deal once shareholders vote.
Officials for the companies said an exact date for shareholder votes has yet to be announced. Forsee said he expects the two companies to combine early enough in the third quarter to come up with a unified brand and "hit the fourth-quarter sweet spot" of the holiday shopping season.

teleguy
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Jul 19, 2005, 9:05 AM

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In a vote that surprised nobody, Sprint stockholders approved by a large margin the "merger of equals" with Nextel

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Sprint Announces Preliminary Voting Results at its 2005 Annual Meeting of Shareholders

Sprint shareholders overwhelmingly approve all proposals related to the merger of Sprint and Nextel

OVERLAND PARK, Kan. — 07/13/2005
Sprint (NYSE: FON) shareholders overwhelmingly approved all of the proposals related to the merger of Sprint and Nextel Communications, Inc. (NASDAQ: NXTL), the company announced at its annual shareholders meeting today.
"The Sprint and Nextel merger is a bold move that will allow the newly merged company to play a winning hand," Sprint Chairman and CEO Gary Forsee told Sprint shareholders following the close of the votes. "Together, we will be a well-positioned communications company, with unmatched wireless capabilities and a global IP network. And, the proposed spin-off of our local telecommunications business will create the largest, non-RBOC local company, serving 7.6 million access lines in 18 states."
The proposed merger-of-equals between Sprint and Nextel, which was announced on Dec. 15, 2004, is expected to close in the third quarter of 2005 pending regulatory approvals, and the anticipated spin-off of Sprint's local telecommunications business is expected to occur in 2006. After the completion of the merger, the combined company stock will trade on the New York Stock Exchange under the ticker symbol "S".
"When you consider the substantial synergies that can be achieved, along with the strong brand and market position that we will enjoy, we believe Sprint Nextel will provide shareholders an even more compelling investment opportunity," Forsee said.
The following four proposals related to the merger were approved by Sprint shareholders based upon the preliminary voting results:

the amendment to Sprint's articles of incorporation to increase the authorized shares of series 1 common stock was approved by 97 percent of the votes cast, 74 of outstanding common stocks, and 74 percent of total voting power;
the amendment of Sprint's articles of incorporation to create a class of non-voting common stock and create the ninth series preferred stock was approved by 96 percent of the votes cast and 73 percent of total voting power;
the adoption of the Sprint Nextel amended and restated articles of incorporation was approved by 98 percent of the votes cast and 74 percent of total voting power; and
the issuance of Sprint Nextel series 1 common stock, non-voting common stock and ninth series preferred stock in the merger was approved by 97 percent of the votes cast and 74 percent of total voting power.

The shareholder proposal concerning senior executive retirement benefits, which the company opposed, failed to pass as it was approved by only 39 percent of the votes cast and 30 percent of shares outstanding based upon the preliminary voting results.
Sprint also announced that shareholders voted to elect Board of Director nominees Gordon M. Bethune, Dr. E. Linn Draper, Jr., James H. Hance, Jr., Deborah A. Henretta, Irvine O. Hockaday, Jr., Linda Koch Lorimer, Gerald L. Storch and William H. Swanson, with each nominee receiving more than 85 percent of the votes cast, based upon the preliminary voting results.
Shareholders also ratified the appointment of KPMG LLP, as Sprint's independent registered public accounting firm with 98 percent of the votes cast in favor of the ratification.
All of the vote tallies are considered preliminary until certified by the independent inspector of elections.

teleguy
Enthusiast

Aug 5, 2005, 11:23 AM

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Big thumbs up? Well at least as far as the FCC is concerned. But this deal is FAR from out of the woods.

Sprint and Nextel both have "family" problems with their respective affiliates objecting to various aspects of the merger. Of course SEC and DOJ have yet to weigh in and who knows, Congress and some of the states may have politicos who want to get their faces on TV by "protecting the public's interest". Stay tuned.

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Sprint and Nextel Receive Federal Communications Commission Approval for Merger
OVERLAND PARK, Kan. & RESTON, Va., Aug 03, 2005 (BUSINESS WIRE) -- Sprint and Nextel Communications Inc. today announced that they have received Federal Communications Commission (FCC) approval for the companies' pending merger transaction. This completes all required regulatory approvals for the merger, and the companies expect to close the merger shortly.
The proposed merger-of-equals between Sprint and Nextel was announced on Dec. 15, 2004 with a commitment to create Sprint Nextel -- a leading communications provider that will offer a comprehensive range of innovative wireless and wireline products and services to consumer, business and government customers. After the completion of the merger, Sprint Nextel common stock will trade on the New York Stock Exchange under the ticker symbol "S."
"We'd like to thank the Commissioners and staff at the FCC for the many long hours and thoughtful review they've given this proposed merger," said Gary Forsee, chairman and CEO of Sprint. "Now that we have received the Commission's approval, we can combine Sprint and Nextel. The combined company will enable us to bring stronger wireless competition to all customers, expand our portfolio of consumer devices and data services that focus on content, media and entertainment, and deliver enhanced business and government applications that truly bring to life the convergence model of tomorrow."
"The FCC has agreed that uniting these two great companies is in the public's interest," commented Tim Donahue, president and CEO of Nextel. "When we complete the merger, Sprint Nextel will have unmatched wireless capabilities and a global IP network to provide consumers with high-value, integrated communications solutions to meet their needs. We are eager to get started."

teleguy
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Aug 10, 2005, 11:27 AM

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Sprint and Nextel Expect to Close Merger on Aug. 12, 2005
OVERLAND PARK, Kan., and RESTON, Va., Aug 09, 2005 /PRNewswire-FirstCall via COMTEX/ -- Sprint and Nextel Communications Inc. today announced that they intend to close their proposed merger on Friday, Aug. 12, 2005. The companies have received all required regulatory approvals for the merger.

The proposed merger-of-equals between Sprint and Nextel was announced on Dec. 15, 2004 with a commitment to create Sprint Nextel -- a leading communications provider that will offer a comprehensive range of innovative wireless and wireline products and services to consumer, business and government customers. After the completion of the merger, Sprint Nextel common stock will begin trading on Monday, Aug. 15, 2005, on the New York Stock Exchange under the ticker symbol "S."

teleguy
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Aug 14, 2005, 12:23 PM

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Sprint Nextel Completes Merger; Existing Sprint and Nextel Customers Will Continue With Current Services and Plans

OVERLAND PARK, Kan. & RESTON, Va., Aug 12, 2005 (BUSINESS WIRE) -- Sprint and Nextel Communications Inc. today announced that they have completed their merger transaction, forming Sprint Nextel Corporation. Sprint Nextel common stock will begin trading on the New York Stock Exchange Monday, Aug. 15, 2005, under the symbol "S."

Gary Forsee, chief executive officer and president of Sprint Nextel, said, "This is a great day for our investors, customers, employees and partners. Through a broad portfolio of product and service offerings and a passion for meeting the needs of our customers, Sprint Nextel expects to win in the market. As we look to the future, Sprint Nextel will provide customers innovative wireless data services with media and entertainment content augmented by a global IP network that provides consumer, business and government customers compelling integrated communications solutions."

Tim Donahue, executive chairman of Sprint Nextel, commented, "Communication is changing, and we are not only ready for it, we will lead it. In solid, tangible, measurable ways Sprint Nextel will put points on the scoreboard as we drive growth and profitability in a wireless world. The leadership team has worked tirelessly over the past several months to position the combined company for a seamless integration and Sprint Nextel is ready to hit the ground running to deliver on its promise to all of its customers."

Merger Transaction
Each outstanding share of Nextel common stock will be converted into a combination of Sprint Nextel common stock and cash with a value equal to 1.3 shares of Sprint Nextel common stock. The amount of stock and cash consideration will be computed in accordance with the adjustments set forth in the Sprint Nextel merger agreement and will be based on, among other things, the actual number of shares of Sprint and Nextel stock outstanding immediately before the completion of the merger. The preliminary calculations of the stock exchange ratio, cash ratio and per share cash merger consideration for Nextel common stock are expected to be announced prior to market open Monday, Aug. 15, 2005.

With more than 44 million wireless subscribers, Sprint Nextel serves a balanced mix of consumer, business and government customers, and produces the highest average revenue per user in the industry. On a "pro forma" basis, Sprint Nextel reported revenues of $40.8 billion for the year ending December 31, 2004.

Sprint Nextel, along with its affiliates and partners, operates networks that cover approximately 268 million people. With its extensive network, spectrum assets and technology migration path, Sprint Nextel is well positioned to lead the industry. Sprint Nextel has approximately 80,000 employees with its corporate headquarters in Reston, Va., and its operational headquarters in Overland Park, Kan.

Seamless Transition
Customers using CDMA and iDEN products and services will continue to enjoy the benefits of their current phones, service plans and features. Customers with questions or looking for more information should log on to www.sprint.com for answers about the combined company. Sprint Nextel will soon start communicating with customers through advertising and direct communications channels. As announced earlier this summer, Sprint Nextel will go-to-market using the Sprint brand name, with the Nextel name continuing as a key product brand.

A highly experienced management team leads the combined company. Gary Forsee is the president and chief executive officer of Sprint Nextel. Tim Donahue is executive chairman of the combined company. Together they have a proven track record of leadership and nearly six decades of industry experience. Len Lauer serves as chief operating officer of Sprint Nextel and Paul Saleh serves as chief financial officer of Sprint Nextel.

Local Telecommunications Business
Sprint Nextel has begun the process of separating the operations of Sprint's local telecommunications business, including consumer, business and wholesale operations, and will seek regulatory approvals to spin off the local telecommunications business to Sprint Nextel shareholders in a tax-free transaction, which is expected to be completed in 2006.

The local telecommunications business, led by Daniel Hesse, chief executive officer - designate, will have its own management team and board of directors, consisting of an equal number of designees from Sprint and Nextel. The local telecommunications business, which has approximately 7.5 million local access lines in 18 states and as of June 30, 2005 had revenues of more than $6 billion during the prior 12 months, will be the largest independent local telecommunications company in the United States. It will have commercial operating relationships with Sprint Nextel for mobile and long-distance network services, and will receive certain transitional services, including corporate support functions. Its corporate headquarters will be in the Kansas City metropolitan area. Completion of the spin-off is subject to certain conditions, including regulatory approvals. Following completion of the spin-off, the common stock of the local telecommunications business is expected to be listed on the New York Stock Exchange.