iPCS Agrees to Settle Shareholder Litigation
November 18 2009 - 8:00AM
Business Wire
iPCS, Inc. (NASDAQ: IPCS), a PCS Affiliate of Sprint Nextel
Corporation (NYSE: S), today 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. The memorandum of understanding provides, among other
things, that iPCS shall make supplemental disclosures to its
Solicitation/Recommendation Statement on Schedule 14D-9. Later
today, iPCS will file an amendment to its Schedule 14D-9 with the
Securities and Exchange Commission (SEC) to make such
disclosures.
On October 28, 2009, Sprint Nextel commenced its tender offer to
acquire all the outstanding shares of common stock of iPCS at a
price of $24.00 per share in cash. The tender offer is scheduled to
expire at 12:00 midnight, New York City time, on Wednesday,
November 25, 2009, unless it is extended. The iPCS board of
directors has unanimously recommended that iPCS shareholders accept
the tender offer, tender their shares of iPCS common stock in the
tender offer, and if necessary, adopt the merger agreement.
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.
About iPCS, Inc.
iPCS, through its operating subsidiaries, is a Sprint PCS
Affiliate of Sprint Nextel Corporation with the exclusive right to
sell wireless mobility communications network products and services
under the Sprint brand in 81 markets including markets in Illinois,
Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee. The
territory includes key markets such as Grand Rapids (MI), Fort
Wayne (IN), the Tri-Cities region of Tennessee (Johnson City,
Kingsport and Bristol), Scranton (PA), Saginaw-Bay City (MI),
Central Illinois (Peoria, Springfield, Decatur, and Champaign) and
the Quad Cities region of Illinois and Iowa (Bettendorf and
Davenport, IA, and Moline and Rock Island, IL). As of September 30,
2009, iPCS’s licensed territory had a total population of
approximately 15.1 million residents, of which its wireless network
covered approximately 12.7 million residents, and iPCS had
approximately 720,100 subscribers. iPCS is headquartered in
Schaumburg, Illinois. For more information, please visit iPCS’s
website at www.ipcswirelessinc.com.
Forward-Looking Statements
This press release includes forward-looking statements regarding
the proposed acquisition of iPCS by Sprint Nextel and related
transactions that are not historical or current facts and deal with
potential future circumstances and developments, including, in
particular, information regarding the acquisition of iPCS.
Forward-looking statements are qualified by the inherent risk and
uncertainties surrounding future expectations generally and may
materially differ from actual future experience. Risks and
uncertainties that could affect forward-looking statements include:
unexpected costs or liabilities, the results of the review of the
settlement of the shareholder litigation by the Circuit Court of
Cook County, Illinois, the results of the review of the proposed
transaction by various regulatory agencies and any conditions
imposed in connection with the consummation of the transaction,
satisfaction of various other conditions to the closing of the
transaction contemplated by the merger agreement and the risks that
are described from time to time in iPCS’s reports filed with the
SEC, including iPCS’s annual report on Form 10-K for the year
ended December 31, 2008 and quarterly reports on
Form 10-Q for the quarters ended March 31, 2009 and
June 30, 2009 and September 30, 2009. This press release
speaks only as of its date, and iPCS disclaims any duty to update
the information herein.
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