Filed by Alamosa Holdings, Inc.
pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: AirGate PCS, Inc.
Exchange Act File Number of
Subject Company: 000-27455
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, (1) statements about the benefits of the proposed merger
between Alamosa Holdings, Inc. ("Alamosa") and AirGate PCS, Inc. ("AirGate"),
including future financial and operating results; (2) statements with respect
to Alamosa's plans, objectives, expectations and intentions and other
statements that are not historical facts; and (3) other statements identified
by words such as "believes," "expects," "anticipates," "estimates," "intends,"
"plans," "targets," "projects" and similar expressions. Such statements are
based upon the current beliefs and expectations of Alamosa's and AirGate's
management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: (1) the businesses of
Alamosa and AirGate may not be integrated successfully or such integration may
be more difficult, time-consuming or costly than expected; (2) expected
combination benefits from the Alamosa/AirGate transaction may not be fully
realized or realized within the expected time frame; (3) the failure of
AirGate and Alamosa stockholders to approve the merger and/or the failure to
obtain approvals from regulators or other groups; (4) disruption from the
merger making it more difficult to maintain relationships with clients,
employees or suppliers; (5) Alamosa's and AirGate's dependence on their
affiliation with Sprint; (6) shifts in populations or network focus; (7)
changes or advances in technology; (8) changes in Sprint's national service
plans or fee structure with Alamosa or AirGate; (9) change in population; (10)
difficulties in network construction; (11) increased competition in Alamosa's
and AirGate's markets; and (12) adverse changes in financial position,
condition or results of operations. Additional factors that could cause
Alamosa's and AirGate's results to differ materially from those described in
the forward-looking statements can be found in the 2004 Annual Report on Form
10-K of AirGate and in the 2003 Annual Report on Form 10-K and in the
Quarterly Reports on Form 10-Q of Alamosa filed with the Securities and
Exchange Commission (the "Commission") and available at the Commission's
internet site (http://www.sec.gov). The forward-looking statements in this
document speak only as of the date of the document, and Alamosa and AirGate
assume no obligation to update the forward-looking statements or to update the
reasons why actual results could differ from those contained in the
forward-looking statements.
On December 22, 2004, Alamosa filed a registration statement with the
Commission containing Alamosa's and AirGate's preliminary joint proxy
statement/prospectus regarding the proposed merger with AirGate. STOCKHOLDERS
ARE URGED TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED TRANSACTION, AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
WHEN IT BECOMES AVAILABLE BECAUSE IT CONTAINS, OR WILL CONTAIN, IMPORTANT
INFORMATION. Stockholders will be able to obtain a free copy of the joint
proxy statement/prospectus, as well as other filings containing information
about Alamosa and AirGate, without charge, at the Securities and Exchange
Commission's internet site (http://www.sec.gov). Copies of the joint proxy
statement/prospectus and the filings with the Securities and Exchange
Commission that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained without charge, when they become
available, by directing a request to Alamosa Holdings, Inc., 5225 S. Loop 289,
Lubbock, Texas 79424, Attention: Jon Drake (806-722-1100); or AirGate PCS,
Inc., Harris Tower, 233 Peachtree Street, N.E. Suite 1700, Atlanta, Georgia
30303, Attention: Bill Loughman (404-525-7272).
The respective directors and executive officers of Alamosa and AirGate and
other persons may be deemed to be participants in the solicitation of proxies
in respect of the proposed merger. Information regarding Alamosa's directors
and executive officers is available in the proxy statement filed with the
Securities and Exchange Commission by Alamosa on April 23, 2004, and
information regarding AirGate's directors and executive officers is available
in the proxy statement filed with the Securities and Exchange Commission by
AirGate on March 5, 2004. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, are contained in the joint proxy
statement/prospectus filed by Alamosa with the Securities and Exchange
Commission on December 22, 2004, and other relevant materials to be filed with
the Securities and Exchange Commission when they become available.
####
The following press release was issued by Alamosa Holdings, Inc. on January 5,
2005:
Alamosa Announces Early Termination of Hart-Scott-Rodino
Act Waiting Period
Lubbock, Texas (January 5, 2005) - Alamosa Holdings, Inc. (Nasdaq/NM: APCS)
today announced that on January 4, 2005, the Antitrust Division of the
Department of Justice and the Federal Trade Commission granted early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, applicable to the Company's proposed merger with
AirGate PCS (Nasdaq/NM: PCSA). The closing of the transaction remains subject
to other customary conditions, including the approval of both AirGate and
Alamosa's stockholders. The transaction is expected to close in the first
quarter of 2005.
ABOUT ALAMOSA
Alamosa Holdings, Inc. is the largest (based on number of subscribers) PCS
Affiliate of Sprint (NYSE: FON), which operates the largest all-digital,
all-CDMA Third-Generation (3G) wireless network in the United States. Alamosa
has the exclusive right to provide digital wireless mobile communications
network services under the Sprint brand name throughout its designated
territory located in Texas, New Mexico, Oklahoma, Arizona, Colorado, Utah,
Wisconsin, Minnesota, Missouri, Washington, Oregon, Arkansas, Kansas, Illinois
and California. Alamosa's territory includes licensed population of 15.8
million residents.
FORWARD LOOKING STATEMENTS
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, (1) statements about the benefits of the proposed merger
between Alamosa Holdings, Inc. ("Alamosa") and AirGate PCS, Inc. ("AirGate"),
including future financial and operating results; (2) statements with respect
to Alamosa's plans, objectives, expectations and intentions and other
statements that are not historical facts; and (3) other statements identified
by words such as "believes," "expects," "anticipates," "estimates," "intends,"
"plans," "targets," "projects" and similar expressions. Such statements are
based upon the current beliefs and expectations of Alamosa's and AirGate's
management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: (1) the businesses of
Alamosa and AirGate may not be integrated successfully or such integration may
be more difficult, time-consuming or costly than expected; (2) expected
combination benefits from the Alamosa/AirGate transaction may not be fully
realized or realized within the expected time frame; (3) the failure of
AirGate and Alamosa stockholders to approve the merger and/or the failure to
obtain approvals from regulators or other groups; (4) disruption from the
merger making it more difficult to maintain relationships with clients,
employees or suppliers; (5) Alamosa's and AirGate's dependence on their
affiliation with Sprint; (6) shifts in populations or network focus; (7)
changes or advances in technology; (8) changes in Sprint's national service
plans or fee structure with Alamosa or AirGate; (9) change in population; (10)
difficulties in network construction; (11) increased competition in Alamosa's
and AirGate's markets; and (12) adverse changes in financial position,
condition or results of operations. Additional factors that could cause
Alamosa's and AirGate's results to differ materially from those described in
the forward-looking statements can be found in the 2004 Annual Report on Form
10-K of AirGate and in the 2003 Annual Report on Form 10-K and in the
Quarterly Reports on Form 10-Q of Alamosa filed with the Securities and
Exchange Commission (the "Commission") and available at the Commission's
internet site (http://www.sec.gov). The forward-looking statements in this
document speak only as of the date of the document, and Alamosa and AirGate
assume no obligation to update the forward-looking statements or to update the
reasons why actual results could differ from those contained in the
forward-looking statements.
On December 22, 2004, Alamosa filed a registration statement with the
Commission containing Alamosa's and AirGate's preliminary joint proxy
statement/prospectus regarding the proposed merger with AirGate. STOCKHOLDERS
ARE URGED TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED TRANSACTION, AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
WHEN IT BECOMES AVAILABLE BECAUSE IT CONTAINS, OR WILL CONTAIN, IMPORTANT
INFORMATION. Stockholders will be able to obtain a free copy of the joint
proxy statement/prospectus, as well as other filings containing information
about Alamosa and AirGate, without charge, at the Securities and Exchange
Commission's internet site (http://www.sec.gov). Copies of the joint proxy
statement/prospectus and the filings with the Securities and Exchange
Commission that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained without charge, when they become
available, by directing a request to Alamosa Holdings, Inc., 5225 S. Loop 289,
Lubbock, Texas 79424, Attention: Jon Drake (806-722-1100); or AirGate PCS,
Inc., Harris Tower, 233 Peachtree Street, N.E. Suite 1700, Atlanta, Georgia
30303, Attention: Bill Loughman (404-525-7272).
The respective directors and executive officers of Alamosa and AirGate and
other persons may be deemed to be participants in the solicitation of proxies
in respect of the proposed merger. Information regarding Alamosa's directors
and executive officers is available in the proxy statement filed with the
Securities and Exchange Commission by Alamosa on April 23, 2004, and
information regarding AirGate's directors and executive officers is available
in the proxy statement filed with the Securities and Exchange Commission by
AirGate on March 5, 2004. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, are contained in the joint proxy
statement/prospectus filed by Alamosa with the Securities and Exchange
Commission on December 22, 2004, and other relevant materials to be filed with
the Securities and Exchange Commission when they become available.
####