Cingular Completes Merger With AT&T Wireless; Creates Nation's Largest Carrier
New Cingular to serve 46 Million Customers With Largest Digital Voice and Data Wireless Network in U.S.
Atlanta, Georgia, October 26, 2004
Cingular Wireless LLC, a joint venture between SBC Communications Inc. (NYSE: SBC) and BellSouth Corp. (NYSE: BLS), said it has completed its previously announced merger with AT&T Wireless Services Inc., creating the nation's biggest wireless carrier with the largest digital voice and data network in the country. The newly combined company, with more than 46 million customers and an extensive nationwide network, will offer consumers maximum convenience and flexibility, improved reliability, enhanced call quality and the widest array of new and advanced services.
"It's a new day for wireless customers in America. We are committed to improving the wireless experience and giving customers the coverage, the phones, the capabilities and the call clarity they deserve," said Stan Sigman, president and CEO of Cingular. "We are also committed to expanding our high-speed Third Generation services to the ever-growing community of mobile data users. And Cingular is laying the foundation to enable rural carriers to bring 3G services to rural America."
All required federal regulatory authorities, including the U.S. Department of Justice and the Federal Communications Commission, have approved the transaction. Under terms of the agreement, AT&T Wireless shareholders will receive $15 per common share, or approximately $41 billion.
Cingular will now start opening access to both the Cingular and AT&T Wireless GSM networks to further improve coverage, allowing customers of both companies to use the new, combined network without roaming charges. Customers also will have the ability to make unlimited mobile-to-mobile calls to any Cingular or AT&T Wireless customer.
"Cingular itself is the result of a merger of major wireless providers, so we know a lot about successfully combining companies, networks and operations," said Sigman. "We'll use our employees' experience and expertise to bring the full benefit of the combined company to our customers."
Cingular and AT&T Wireless customers will benefit from the new company's enhanced spectrum position and combined network assets. This strong combination will pave the way for a true 3G wireless network — UMTS (Universal Mobile Telecommunications System) — to be delivered to customers in major urban and suburban markets across the United States, making possible an even greater range of new and advanced wireless services. Customers will have the widest choice of handsets and devices in the industry and unmatched services for business customers, including high-speed wireless connectivity for PCs and wireless email devices.
The combined company will also greatly expand its global capabilities, ultimately offering customers the largest international coverage of any U.S. carrier. Customers can use their "world phones" to make calls on six continents and in more than 100 countries. In addition, GPRS (General Packet Radio Service) data roaming will be available in more than 50 countries for laptops, PDAs and other data devices.
Customers of both companies will continue to enjoy the benefits of their current phones, rate plans and features, without any service interruption. Customers with questions or looking for more information should log on to www.cingular.com for answers about the new company. Cingular will soon start communicating with customers through advertising, and direct communications channels.
"We are working to make this transition as seamless as possible for customers of AT&T Wireless," continued Sigman. "They can continue using their existing phones and rate plans — but now have access to the largest digital voice and data network in the country. And it's only going to get better from here — as we add more capabilities and services our customers want."
Corporate Leadership Named
The new company's key leadership and organizational structure are now in place. Stan Sigman will continue to serve as the president and CEO of the new company and Ralph de la Vega will continue his current role as chief operating officer. Pete Ritcher will be the chief financial officer, Thaddeus Arroyo will be chief information officer and Joaquín Carbonell will serve as executive vice president — general counsel. Rick Bradley will be executive vice president — human resources, and Marc Lefar will be the chief marketing officer. The company will continue to be headquartered in Atlanta.
"From the start, we have seen deep synergies between our two companies — in compatible technologies, operations and systems; rich histories of product innovation and more importantly, a management team with unmatched wireless experience," continued Sigman. "We have taken some of the best talent from both companies and brought them together to drive the next wave of innovation and growth in the wireless industry."
ABOUT CINGULAR WIRELESS
Cingular Wireless is the largest wireless carrier in the United States, serving more than 46 million customers. Cingular, a joint venture between SBC Communications (NYSE: SBC) and BellSouth (NYSE: BLS), has the largest digital voice and data network in the nation. Cingular is the only U.S. wireless carrier to offer RolloverSM, the wireless plan that lets customers keep their unused monthly minutes. Details of the company are available at www.cingular.com. Get Cingular Wireless press releases e-mailed to you automatically. Sign up at www.cingular.com/newsroom.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
In addition to historical information, this press release contains forward-looking statements regarding matters that may affect our future operating results, financial position and cash flows. These statements are based on assumptions and estimates and are subject to risks and uncertainties. There are possible developments that could cause our actual results to differ materially from those forecasted or implied by our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this press release. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. While the below list of cautionary statements is not exhaustive, some factors that could affect future operating results, financial position and cash flows and could cause actual results to differ materially from those expressed or implied in the forward-looking statements are:
SBC Communications to Realize Multiple Benefits From Cingular Wireless Acquisition of AT&T Wireless
Merger positions SBC companies for stronger growth in important wireless arena, enhances integrated wireless/wireline solutions, creates new revenue opportunities across other business lines
San Antonio, Texas, October 26, 2004
SBC Communications Inc. Chairman and CEO Edward E. Whitacre Jr. said the merger of AT&T Wireless into Cingular Wireless positions SBC for stronger growth in one of the hottest sectors of telecom today.
It will also help the company retain customers, win new ones and generate additional revenue opportunities across other business lines, he added.
SBC (NYSE:SBC) is 60 percent owner of Cingular, which has received approval from the Federal Communications Commission and U.S. Department of Justice to complete its previously announced acquisition of AT&T Wireless, creating the largest digital voice and data wireless network in the country.
"Wireless is a huge growth opportunity," Whitacre said. "U.S. wireless subscribers are expected to increase from 155 million at the end of last year to 200 million by the end of 2008. We are well positioned to capture a bigger portion of this growth by offering a broader geographic reach and increased spectrum, which will improve call quality and lay the foundation for the rollout of next-generation wireless data services."
Whitacre said the combination of the two wireless companies will increase proportionate revenues from Cingular Wireless from less than 20 percent of SBC's total revenues to more than 30 percent. But the benefits to SBC reach much further by paving the way to new business opportunities that will allow SBC to better serve its customers.
"As we move from mere product bundling, to wireless/wireline integration, toward true seamless convergence, our enhanced national wireless network will allow us to keep customers always connected, whether they're at their own desk, in a meeting down the hall, at home, in the car, or waiting in an airport halfway across the country," Whitacre said.
SBC companies will soon announce important new products and services that utilize the improved wireless position to be more competitive across all of the companies' business lines, Whitacre said. "Our goal is to help customers stay connected without having to carry three or four different devices and without even being aware when they're moving from one network connection to another," Whitacre said. "Some of the solutions we'll be rolling out in the near future will enable us to offer our customers that kind of superior connectivity and convenience." Large business is a very important growth opportunity for SBC companies, and AT&T Wireless' existing strength in the business space enhances SBC's ability to grow those customer relationships, Whitacre said.
The merger helps SBC companies offer all the communications services that large businesses need, from wireless to national data networking and advanced IP-based services, he said. In this role, SBC companies can create new revenue opportunities by devising attractive integrated solutions that make employees more productive and save employers money.
The merger also should positively impact the SBC consumer business, Whitacre said. Better service coverage, call quality and other improvements resulting from the merger should translate into new wireless customers, he said, and when customers combine wireless with other SBC products such as video, broadband and wireline, customer retention increases. That means fewer access line losses and lower churn in other important growth areas like DSL and long distance.
"The ability to offer a complete range of integrated, high-quality communications services is a big competitive plus for our customers and for us. That's a compelling reason for customers to choose SBC over other companies," Whitacre said.
Cautionary Language Concerning Forward-Looking Statements
Information set forth in this news release contains financial estimates and other forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in SBC's filings with the Securities and Exchange Commission. SBC disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.
SBC Communications Inc. is a Fortune 50 company whose subsidiaries, operating under the SBC brand, provide a full range of voice, data, networking, e-business, directory publishing and advertising, and related services to businesses, consumers and other telecommunications providers. SBC holds a 60 percent ownership interest in Cingular Wireless, which will serve more than 46 million wireless customers with the completion of its merger with AT&T Wireless. SBC companies provide high-speed DSL Internet access lines to more American consumers than any other provider and are among the nation's leading providers of Internet services. SBC companies also now offer satellite TV service. Additional information about SBC and SBC products and services is available at www.sbc.com.