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 22, 2005

 

     
 
  Rob Clancy 501-905-8991
  Vice President - Investor Relations
  rob.clancy@alltel.com
 
   
  Andrew Moreau 501-905-7962
  Vice President - Corporate Communications
 
  andrew.moreau@alltel.com
     
Release Date:
  July 22, 2005

 

 

Alltel announces preliminary results of Western Wireless merger consideration elections

LITTLE ROCK, Ark. - Alltel today announced preliminary results of the merger consideration elections by Western Wireless Corporation shareholders. The available elections of the merger consideration are cash or shares of Alltel common stock, or a combination of both. The all cash and all stock elections are subject to proration.

The exchange agent received elections for virtually all of the outstanding Western Wireless shares before the 5 p.m. EDT deadline on July 21, 2005. Of these shares:

  • Approximately 96.8 percent elected to receive Alltel common stock.
  • Approximately .2 percent elected to receive cash.
  • Approximately 3 percent elected the mixed consideration.

Shareholder who did not elect will receive the mixed consideration.

Of the shares for which the exchange agent received elections, approximately 16 percent were delivered subject to notices of guaranteed delivery. Accordingly, the final election results could change depending upon the timely delivery of those shares. Alltel will release the final results of the consideration elections on July 29, after the proration calculation is completed.

A more complete description of the proration mechanisms applicable to elections is contained in the Alltel proxy statement/prospectus dated June 24, 2005, and in the election materials previously mailed to Western Wireless shareholders.

All regulatory approvals have been received related to the merger. The Western Wireless shareholder vote to approve the merger is July 29.

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.