Key Developments For iPCS, Inc.
iPCS, Inc. (IPCS.O) (Nasdaq)
Sprint Nextel Corporation Completes Tender Offer For iPCS, Inc.
Sprint Nextel Corporation announced the completion of its tender offer for all outstanding shares of iPCS, Inc. common stock. The tender offer expired on November 25, 2009 and was conducted through a wholly owned subsidiary of Sprint Nextel named Ireland Acquisition Corporation. In accordance with the previously announced merger agreement with iPCS, Sprint, through Ireland Acquisition Corporation, exercised the 'top-up' option allowing it to increase its share ownership percentage of iPCS through the purchase of newly-issued shares of iPCS common stock at $24.00 per share, the same price paid in the tender offer. Sprint expects to complete the 'top-up' on December 4, 2009. Once completed, Ireland Acquisition Corporation will own more than 90% of the outstanding shares of iPCS common stock and will effect a short-form merger with iPCS by no later than December 7, 2009, without the need for a vote or meeting of iPCS shareholders. In the merger, Sprint will acquire all iPCS shares not previously tendered (other than those as to which holders properly exercise appraisal rights under applicable Delaware law) at the same $24.00 per share price that was paid in the tender offer, net to the holder in cash, without interest and less any required withholding taxes. Following the merger, iPCS will become a wholly owned subsidiary of Sprint Nextel, and iPCS shares will cease to be traded on NASDAQ.
iPCS, Inc. To Settle Shareholder Litigation
iPCS, Inc. announced that it has reached an agreement with the plaintiffs to settle the claims asserted in the putative shareholder class action lawsuits related to Sprint Nextel`s proposed acquisition of iPCS. The cases are being heard in the Circuit Court of Cook County, Illinois. On November 17, 2009, iPCS and the other defendants and the plaintiffs in the lawsuits executed a memorandum of understanding to settle all claims asserted in the lawsuits, subject to the execution of a stipulation of settlement, notice to iPCS shareholders and approval by the Circuit Court of Cook County, Illinois. Complete terms and conditions of the tender offer are set forth in the offer to purchase, letter of transmittal and other related materials filed with the SEC by Sprint Nextel and Ireland Acquisition Corporation on October 28, 2009 with the tender offer statement on Schedule TO, as amended.
Stull, Stull & Brody Announces Investigation On Behalf Of Shareholders Of iPCS, Inc.
Stull, Stull & Brody announced that it has commenced an investigation on behalf of shareholders of iPCS Inc. for possible breaches of fiduciary duty and other violations of state law in connection with an agreement by iPCS`s Board of Directors to sell all of the Company's outstanding shares of common stock at a price of $24.00 per share in cash to Sprint Nextel Corporation.
Sprint Nextel Corporation Commences Tender Offer for iPCS, Inc.
Sprint Nextel Corporation announced that it has commenced its tender offer to acquire all the outstanding shares of common stock of iPCS, Inc. The tender offer represents the next step toward Sprint`s acquisition of iPCS first announced on October 19, 2009. Sprint anticipates that the acquisition will be completed either late in the fourth quarter of 2009 or early 2010. The cash tender, commenced through a wholly owned subsidiary of Sprint, is for all outstanding shares of iPCS common stock at a price of $24.00 per share, without interest and less any applicable withholding taxes. The iPCS board has unanimously recommended that the iPCS stockholders accept the tender offer, tender their shares of iPCS common stock in the tender offer, and if necessary, adopt the merger agreement. Unless extended, the tender offer and any withdrawal rights to which iPCS stockholders may be entitled will expire at midnight, New York City time, on November 25, 2009. Following acceptance for payment of shares in the tender offer and completion of the merger contemplated in the merger agreement, iPCS will become a wholly owned subsidiary of Sprint.
Sprint Nextel Corporation To Acquire Wireless Affiliate iPCS, Inc.
Sprint Nextel Corporation and iPCS, Inc. announced an agreement for Sprint Nextel to acquire iPCS for approximately $831 million, including the assumption of $405 million of net debt. This transaction value represents 6.4x projected 2010 Adjusted Earnings Before Income, Taxes, and Depreciation (Adjusted EBITDA). Sprint expects to achieve approximately $30 million of synergies annually in the transaction and expects the transaction to be free cash flow accretive to Sprint in 2010. Under the terms of the agreement, Sprint Nextel will commence a cash tender offer to acquire all of iPCS` outstanding common shares for $24.00 per share. The agreement also requires a minimum of a majority of the shares outstanding (on a fully-diluted basis) to be tendered in the offer. Following completion of the tender offer, any remaining shares of iPCS will be acquired in a cash merger at the same price per share. Shareholders with approximately 9.5% of the outstanding common shares of iPCS have already agreed to tender their shares pursuant to the tender offer and to vote their shares in favor of the merger. The acquisition is expected to be completed either late in the fourth quarter of 2009 or early 2010. As a result, Sprint will no longer be required to divest its iDEN network in certain iPCS territories and will terminate its previously announced divestiture process pending closing of the transaction.
