Merger Update
July 01 2005 - 3:02AM
UK Regulatory
AT&T Announces Preliminary 2005 Annual Meeting Voting Results
AT&T Shareholders Vote Overwhelmingly to Approve Proposed Merger Agreement
With SBC Communications
Acceptance a Major Step Toward Creating a Global Communications Company
DENVER, July 1 -- Shareholders of AT&T Corp. (NYSE: T) have overwhelmingly
voted to approve a proposed merger agreement with SBC Communications (NYSE:
SBC), the company said at the conclusion of its 120th annual meeting here today.
The company said approximately 97.9 percent of the shares that were voted
approved the merger. This represents more than 70.7 percent of the outstanding
shares.
"The positive vote is an important step forward on the road to creating a
leading U.S.-based global communications company for the 21st Century," said
AT&T Chairman and CEO David W. Dorman. "Together, SBC and AT&T will create one
of the world's premier communications companies in terms of global reach,
innovation and service quality."
Dorman expressed confidence that the merger will close, as expected, in
late 2005 or early 2006, pending necessary regulatory approvals and other
customary closing requirements.
"This combination will reinforce America's role as a global communications
leader and is also an important step toward a healthier telecom industry,"
Dorman added. "The complementary assets of AT&T and SBC will benefit customers
of all types and enhance competition across this country and beyond."
The proposed transaction will combine highly complementary world-class
assets and industry-leading capabilities. SBC is a leader in local phone and
broadband DSL service, and offers wireless services nationwide through its 60
percent ownership stake in Cingular Wireless.
AT&T has the world's most advanced communications network, portfolio and
technologies to meet the sophisticated Internet Protocol communication needs
of large businesses and multinational companies. As a global provider of
networked business services and solutions, AT&T serves leading enterprises
worldwide.
Under terms of the merger agreement announced Jan. 30, AT&T shareholders
will receive 0.77942 shares of SBC common stock for each share of AT&T common
stock. In addition, AT&T shareholders will receive a one-time special dividend
of $1.30 per share. In total, the transaction valued AT&T at roughly $16
billion at the time it was announced.
"AT&T shareholders will own a significant stake in a company with a much
broader services portfolio," Dorman said. "We are gratified that shareholders,
by strongly supporting the merger, recognized the economic benefits of this
transaction as well as the strategic benefits that will arise from pairing
such complementary assets and skill sets. This combination will be well
positioned to deliver meaningful benefits to shareholders, customers and
employees."
AT&T announced the preliminary results of the 2005 proxy voting, as
follows:
* Proposal 1 -- Adopt the Merger Agreement among SBC, AT&T and the Merger
Sub -- approved with 566.4 million or about 70.7 percent of outstanding
shares. Approval of the merger agreement required a positive vote of a
majority of outstanding shares.
* Proposal 1a -- Adjourn the meeting, if necessary, to permit further
solicitation of proxies, in the event that there are not sufficient
votes at the time of the meeting to adopt the merger agreement --
approved with 589.8 million, or about 86.1 percent of the shares voted.
* Proposal 2 -- Election of Directors -- all Director nominees were
elected, receiving in excess of 575.8 million, or approximately 83.1
percent of shares voted.
* Proposal 3 -- Ratification of PricewaterhouseCoopers as Auditors --
ratified with approximately 662.8 million, or about 96.6 percent of
shares voted.
* Preliminary results for voting on shareowner proposals were as follows:
* Proposal 4 -- No future stock options -- shares voted "for" were 42.1
million, or approximately 7.4 percent, while shares voted "against"
were 527.2 million, or approximately 92.6 percent.
* Proposal 5 -- Link restricted stock unit vesting to performance --
shares voted "for" were 111.3 million, or approximately 19.5 percent,
while shares voted "against" were 457.9 million, or approximately 80.5
percent.
* Proposal 6 -- Executive compensation -- shares voted "for" were 57.3
million, or approximately 10.1 percent, while shares voted "against"
were 507.9 million, or approximately 89.9 percent.
* Proposal 7 -- Poison pill -- shares voted "for" were 343.6 million, or
approximately 60.6 percent, while shares voted "against" were 223.8
million, or approximately 39.4 percent.
* Proposal 8 -- Shareholder approval of future SERPs -- shares voted
"for" were 165.8 million, or approximately 29.4 percent, while shares
voted "against" were 398.5 million, or approximately 70.6 percent.
* Proposal 9 - Shareholder ratification of severance agreements -- shares
voted "for" were 379.2 million, or approximately 66.6 percent, while
shares voted "against" were 190.2 million, or approximately 33.4
percent.
About AT&T
For more than 125 years, AT&T (NYSE: T) has been known for unparalleled
quality and reliability in communications. Backed by the research and
development capabilities of AT&T Labs, the company is a global leader in
local, long distance, Internet and transaction-based voice and data services.
AT&T 'Safe Harbor'
The foregoing contains 'forward-looking statements' which are based on
management's beliefs as well as on a number of assumptions concerning future
events made by and information currently available to management. Readers are
cautioned not to put undue reliance on such forward-looking statements, which
are not a guarantee of performance and are subject to a number of
uncertainties and other factors, many of which are outside AT&T's control,
that could cause actual results to differ materially from such statements.
These risk factors include the impact of increasing competition, continued
capacity oversupply, regulatory uncertainty and the effects of technological
substitution, among other risks. For a more detailed description of the
factors that could cause such a difference, please see AT&T's 10-K, 10-Q, 8-K
and other filings with the Securities and Exchange Commission. AT&T disclaims
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. This information is presented solely to provide additional
information to further understand the results of AT&T.
(Logo: http://www.newscom.com/cgi-bin/prnh/19991018/ATT )
SOURCE AT&T
-0- 07/01/2005
/NOTE TO EDITORS: Attention TV News Directors, Business News Producers
B-Roll of AT&T's 120th Annual Meeting of Shareholders will be available
via satellite feed at 11:30 a.m. MDT and 1:00 p.m. MDT.
The B-Roll will include video of AT&T's Annual Meeting, Chairman and CEO
David W. Dorman, exteriors of AT&T World Headquarters in Bedminster, N.J., and
the AT&T Global Network Operations Center in Bedminster, N.J.
The satellite information is:
DOMESTIC ANALOG SATELLITE
SATELLITE: Galaxy 11 deg. 91 West
Transponder: KU/T-12 (36 Meg) ANALOG
Down Polarization: Vertical
Down frequency: 11942.0 MHz
Audio Sub-carrier: 6.2 MHz (Ch-1) & 6.8 MHz (Ch-2)
LO Frequency: N/A MHz
Data Rate: N/A bps
Symbol Rate: N/A sps
Forward Correction (FEC): N/A
SIGNAL ENCRYPTED: NO, IN THE CLEAR
Technician: (on duty) Tel: 800-321-3959 asks for HELP desk /
/CONTACT: Jim Byrnes, office: +1-908-234-8754, cell: +1-908-313-8144,
jbyrnes@att.com, or Andy Backover, office: +1-908-234-8632,
cell: +1-908-432-2487, backover@att.com, both of AT&T/
/Logo: http://www.newscom.com/cgi-bin/prnh/19991018/ATT /
/Web site: http://www.att.com /
(T SBC)
END
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