FiberTower Corporation and First Avenue Networks Announce Merger Agreement; Creates Nation's Leading Provider of Fixed Wireless
2006年5月15日 - 9:00PM
ビジネスワイヤ(英語)
FiberTower Corporation, a national provider of wireless backhaul,
and First Avenue Networks Inc. (Nasdaq: FRNS), a nationwide
provider of fixed wireless transport services, today announced that
they have entered into a definitive merger agreement to combine the
two companies in an all-stock transaction valued at approximately
$1.5 billion. Under the terms of the agreement, First Avenue will
issue approximately 73.7 million of its common shares, subject to
adjustment, to the FiberTower shareholders. As a result, FiberTower
shareholders will own 51 percent of the combined entity on a fully
diluted basis. The combined company will be named FiberTower
Corporation and will be listed on the Nasdaq Stock Market. It will
emerge as one of the nation's largest operators of wireless
transport services. Both companies today operate networks to
provide backhaul - transport from cell site to switch - for
wireless carriers. The new company will have an installed base in
12 markets with more than 1000 sites. The two companies' networks
and operations are complementary and once combined will have
minimal overlap. "Since our founding five years ago, we have been
focused on delivering mission-critical backhaul to our customers,"
said Scott Brady, CEO, FiberTower. "We have five of the leading
wireless carriers live on our network and have built a sizable
customer backlog based on the success of our networks. Combining
First Avenue's spectrum assets with our operational expertise,
customer contracts and relationships with leading tower companies,
positions the merged company to increase its speed to market and
have a larger impact for our customers. This will enable us to go
deeper in our existing markets and broaden our reach to new
markets." "This merger is about accelerating business growth and
minimizing the associated business risks," said Michael Gallagher,
President and CEO, First Avenue Networks. "The market is
aggressively implementing high capacity applications, and wireless
transport is ideal for backhauling these services. This deal puts
us on the fast track to scale the combined company on a nationwide
basis. By combining the passion, experience and assets of two
leading-edge companies, we will be able to accelerate our market
impact with faster deployments and increased market coverage. I am
confident that given the strength and balance of our combined
management team we have the leadership in place to accomplish these
objectives." Together, the two entities will have a singular focus
on solving an important business problem - backhaul. According to
Craig M. Clausen, Senior Vice President and COO, New Paradigm
Resources Group, Inc., "During the next few years a critical mass
of cell sites, enterprises and government facilities will begin
migrating to high capacity services. The movement to support
enhanced network services - via wired or wireless connectivity - is
already underway." Upon close of the merger, Michael Gallagher will
become CEO of the new entity. He brought over 22 years of
telecommunications, networking, and wireless industry experience to
First Avenue Networks when he took the helm as president and CEO in
early September 2005. The newly merged company's board of directors
is to consist of five members selected by FiberTower and three
members selected by First Avenue in addition to CEO Michael
Gallagher. Closing is subject to customary conditions, including
receipt of applicable regulatory approvals. The transaction is
expected to close by the end of the third quarter of 2006. As a
result of the foregoing uncertainties, there can be no assurance
that the transaction will be completed. Conference Call The
management teams of both companies will host a financial analyst
and investor conference call today, May 15 at 1:00 p.m. ET (10:00
a.m. PT). The call can be accessed at 1-800-860-2442 (U.S.) or
1-412-858-4600 (outside U.S.). A live Webcast of the call will also
be provided at www.firstavenet.com. For those unable to listen to
the live conference call, a telephone replay will be available at
1-877-344-7529 (U.S.) or 412-317-0088 (outside U.S.). Please enter
390741 when prompted for the account number followed by the # sign.
The telephone replay will be available beginning May 16, 2006 at
8:00 a.m. ET through May 23, 2006 at 4:00 p.m. ET. A Webcast
archive will also be available on First Avenue's investor relations
Web site. Additional Information and Where to Find It. In
connection with First Avenue's proposed business combination with
FiberTower, First Avenue intends to file relevant materials with
the SEC, including an information statement on Schedule 14C.
Investors and security holders are urged to read these when they
become available because they will contain important information
about First Avenue, FiberTower and the proposed transaction. The
information statement and other relevant materials (when they
become available), and any other documents filed by First Avenue
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
contacting First Avenue by directing a written request to: First
Avenue Networks, Inc., 7925 Jones Branch Drive, Suite 3300, McLean,
Virginia 22102, Attention: Investor Relations. No Offer or
Solicitation. This communication shall not constitute an offer to
sell or the solicitation of an offer to buy any securities, not
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification, or obtaining an exemption to such
registration or qualification, under the securities laws of any
such jurisdiction. About FiberTower Corporation FiberTower
Corporation, www.fibertower.com, is the first company to recognize
and treat wireless backhaul as part of a mission critical network
by delivering a service that promotes growth, scalability and
service quality in wireless networks. FiberTower delivers
groundbreaking improvements in backhaul performance and opens new
market opportunities. Wireless carriers, who recognize that their
network is the heart of their differentiation and success, now have
an alternative backhaul provider enabling them to protect and
enhance their brands and reputations built on a superior network.
About First Avenue Networks First Avenue Networks (NASDAQ: FRNS) is
a leader in delivering wireless transport services to cellular
carriers, service providers and government suppliers and agencies.
First Avenue provides wireless backhaul and Carrier Ethernet
services over its licensed spectrum footprint, which includes
nationwide 24 GHz and 39 GHz holdings. For further details, visit
www.firstavenet.com or call (703) 864 4165. Forward Looking
Statements Statements included in this news release which are not
historical in nature are "forward-looking statements" within the
meaning of Section 21E of the U.S. Securities Exchange Act of 1934
and the U.S. Private Securities Litigation Reform Act of 1995.
Forward looking statements relate to expectations, beliefs,
projections, future plans and strategies, anticipated events or
trends and similar expressions concerning matters that are not
historical facts. These include, without limitation, statements
regarding expected benefits and value of the contemplated merger,
increased demand for the services, strategy, forecasts of revenues,
earnings estimates, statements regarding contracts, work or revenue
opportunities that may be secured in the future, and related
information, all of which are based on current factual information
and certain assumptions about future events which management
believes to be reasonable at this time. There are many risks,
uncertainties and other factors that can prevent the achievement of
goals or cause results to differ materially from those expressed or
implied by these forward-looking statements including, without
limitation, the proposed transaction not being consummated,
anticipated synergies from the proposed transaction not being
achieved, inherent risks of integrating two companies, changes in
demand for services from external factors including general
economic conditions or changes in wireless demand or technology
affecting network expansion strategies at and financing
opportunities for wireless carriers and other customers, delays in
the award of new work, the termination or reduction of existing
projects due to changes in the financial condition or business
strategies of the wireless carriers and other customers, dependence
on hiring and retaining professional staff and key personnel,
fluctuations in quarterly results from a variety of internal and
external factors including changes in the estimates with respect to
the completion of fixed-price contracts, lengthy sales cycles
especially with respect to larger contracts that may account for a
significant portion of the anticipated revenues, intense
competition in the marketplace especially from competitors with
greater financial resources and financing capabilities, and those
risk factors described in First Avenue's filings with the
Securities and Exchange Commission, including its most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
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