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.
SOURCE BellSouth Corporation
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Related links:
http://www.bellsouth.com/
CONTACT:
Jeff Battcher of BellSouth, +1-404-249-2793,
or jeff.battcher@bellsouth.com
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