Filed by Alltel Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities and Exchange Act of 1934, as amended
Subject Company: Western Wireless Corporation
Commission File No.: 333-123596
Press Release of Alltel Corporation dated July 12, 2005
For additional information contact:
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Andrew Moreau 501-905-7962 | |
Vice President - Corporate Communications |
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andrew.moreau@alltel.com | ||
Rob Clancy 501-905-8991 | ||
Vice President - Investor Relations | ||
rob.clancy@alltel.com | ||
Release Date:
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July 12, 2005 |
Alltel sets election deadline for Western Wireless shareholders
LITTLE ROCK, Ark. - Alltel today announced that Western Wireless shareholders will have until 5 p.m. EDT on July 21, 2005, to make an election to receive the merger consideration in cash or shares of Alltel common stock, subject to pro-ration. The Western Wireless shareholders must deliver to Computershare Trust Co. of New York, the exchange agent, properly completed forms of election, together with their stock certificates, by the deadline.
Western Wireless shareholders who miss the deadline will have no input into the consideration they will ultimately receive. The election results regarding the merger consideration will be announced as soon as possible after the election deadline.
Western Wireless shareholders may obtain additional copies of the form of election and the form of notice of guaranteed delivery by contacting Computershare Trust at 1-800-245-7630. Western Wireless shareholders whose shares are held in their brokers' name should contact their brokers for instructions.
Alltel is a customer-focused communications company with more than 13 million customers in 27 states and $8 billion in annual revenues.
Alltel claims the protection of the safe-harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to uncertainties that could cause actual future events and results to differ materially from those expressed in the forward-looking statements. These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events and results. Actual future events and results may differ materially from those expressed in these forward-looking statements as a result of a number of important factors. Representative examples of these factors include (without limitation) adverse changes in economic conditions in the markets served by Alltel and Western Wireless; the extent, timing, and overall effects of competition in the communications business; material changes in the communications industry generally that could adversely affect vendor relationships with equipment and network suppliers and customer relationships with wholesale customers; changes in communications technology; the risks associated with pending acquisitions and the integration of acquired businesses; adverse changes in the terms and conditions of the wireless roaming agreements of Alltel and Western Wireless; the uncertainties related to Alltel's strategic investments; the effects of litigation; and the effects of federal and state legislation, rules, and regulations governing the communications industry. In addition to these factors, actual future performance, outcomes, and results may differ materially because of more general factors including (without limitation) general industry and market conditions and growth rates, economic conditions, and governmental and public policy changes.
-end-
Alltel, NYSE: AT
www.alltel.com
Additional Information and Where to Find It
In connection with Alltel's proposed acquisition of Western Wireless, Western Wireless and Alltel
have filed relevant materials with the Securities and Exchange Commission (SEC), including a
registration statement on Form S-4, as amended, that contains a definitive prospectus and a proxy
statement. INVESTORS AND SECURITY HOLDERS OF ALLTEL AND WESTERN WIRELESS ARE URGED TO READ THE
PROXY STATEMENT AND PROSPECTUS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ALLTEL, WESTERN
WIRELESS AND THE MERGER. The proxy statement, prospectus and other relevant materials, and any
other documents filed by Alltel or Western Wireless with the SEC may be obtained free of charge at
the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free
copies of the documents filed with the SEC by Alltel by directing a written request to: Alltel,
One Allied Drive, Little Rock, Arkansas 72202, Attention: Investor Relations or Western Wireless,
3650 131st Avenue S.E., Bellevue, Washington 98006, Attention: Investor Relations. Investors and
security holders are urged to read the proxy statement, prospectus and the other relevant
materials when they become available before making any voting or investment decision with respect
to the merger.
Participants In Solicitation
Alltel, Western Wireless and their respective executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of Western Wireless and Alltel
in connection with the merger. Information about those executive officers and directors of Alltel
and their ownership of Alltel common stock is set forth in Alltel's Amendment No. 1 to Form 10-K/A
for the year ended December 31, 2004, which was filed with the SEC on June 21, 2005, and the proxy
statement for Alltel's 2005 Annual Meeting of Stockholders, which was filed with the SEC on March
2, 2005. Information about the executive officers and directors of Western Wireless and their
ownership of Western Wireless common stock is set forth in the proxy statement and prospectus for
Western Wireless' 2005 Annual Meeting of Shareholders, included in the registration statement on
Form S-4, which was filed with the SEC on June 21, 2005. Investors and security holders may
obtain additional information regarding the direct and indirect interests of Alltel, Western
Wireless and their respective executive officers and directors in the merger by reading the proxy
statement and prospectus regarding the merger.