Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Form 8-K - April 30, 1999 4 12K
3: EX-99 Amendment No. 3 to Rights Agreement 3 11K
2: EX-99 Merger Agreement, Dated April 30, 1999 61 226K
4: EX-99 Press Release 3 12K
EX-99 — Press Release
| EX-99 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 99.3
[SBC LOGO] [CCPR LOGO] [TELMEX LOGO]
FOR MORE INFORMATION
SBC Communications CCPR Telmex
Larry Solomon Stanton N. Williams Concepcion Rivera
Tel: 210-351-3990 or Richard J. Lubasch Tel: 525-222-5642
Fax: 210-351-2903 Tel: 212-906-8440
Internet: Fax: 212-906-8497
solomonl@corp.sbc.com
SBC COMMUNICATIONS AND TELMEX TO ACQUIRE
CELLULAR COMMUNICATIONS OF PUERTO RICO
SAN ANTONIO, Texas, and NEW YORK (May 3, 1999) - SBC Communications Inc.
(NYSE:SBC) and Telefonos de Mexico S.A. de C.V. (Telmex) (NYSE:TMX) today
announced that they have agreed to acquire Cellular Communications of Puerto
Rico, Inc. (NASDAQ:CLRP) in a transaction valued at $814 million, or $29.50 per
outstanding share.
Operating under the Cellular One brand name, Cellular Communications of
Puerto Rico (CCPR) with more than 330,000 customers is the largest wireless
provider serving Puerto Rico and the U.S. Virgin Islands, an area with a total
population of nearly 4 million.
In addition to wireless telephony, CCPR offers paging and long-distance
service in Puerto Rico. Also, the company is constructing the infrastructure and
seeking regulatory approvals to provide wireline telephone service to business
customers in downtown San Juan.
"With this agreement, we are adding an outstanding provider to SBC's
wireless network," said Edward E. Whitacre, Jr., chairman and chief executive
officer of SBC Communications. "The transaction also positions us with a skilled
local management team to enter the San Juan market as a competitive local
exchange carrier for landline customers."
The company will continue offering service under the Cellular One name. The
only change current Cellular One customers should expect is the availability of
new products and services, Whitacre said.
- more -
SBC/TELMEX ACQUISITION/ADD ONE
"With relatively low market penetration rates in CCPR's area, we believe
there is pent-up demand for the safety and convenience benefits of wireless
service," said Jaime Chico Pardo, president and chief executive officer of
Telmex.
Under the terms of the transaction, SBC and Telmex through a joint venture
will pay approximately $464 million in cash and will assume $350 million in
long-term debt. The transaction will be accounted for as a purchase. The
companies aim to complete the merger by late third quarter, pending a vote by
CCPR shareholders and regulatory approvals.
"With the rapid consolidation of the wireless industry, CCPR can best serve
its customers and shareholders by joining SBC and Telmex. After considering with
our advisors a number of strategic options, the Board of Directors and
management enthusiastically support this deal and believe it is the one that
offers the greatest benefit to our shareholders," said CCPR Chairman George S.
Blumenthal. CCPR was advised on this transaction by Donaldson, Lufkin &
Jenrette.
Both SBC and Telmex have extensive wireless experience, with the two
companies currently serving 7.2 million and 2.5 million wireless customers,
respectively.
SBC wireless companies - Southwestern Bell Wireless, Pacific Bell Wireless,
Nevada Bell Wireless, SNET Wireless, as well as Cellular One in Chicago and
Central Illinois, Massachusetts, Rhode Island, Upstate New York and
Washington/Baltimore - provide analog and digital wireless service. In addition,
SBC has pending mergers with Ameritech Corporation - currently serving 3.7
million wireless customers in Illinois, Michigan, Ohio, Indiana, Missouri,
Wisconsin and Hawaii - and Comcast Cellular Corporation, which serves 850,000
customers in the Philadelphia area, New Jersey and Delaware.
Once the Comcast and Ameritech mergers are complete, SBC will offer
wireless service in nine of the top 10 U.S. markets.
Telcel, Telmex's wireless subsidiary, has a nationwide footprint in Mexico
and currently provides cellular service to more than 2.5 million customers. The
company has a market share of approximately 64 percent.
- more -
SBC/TELMEX ACQUISITION/ADD TWO
"We look forward to serving wireless customers in Puerto Rico and the
Virgin Islands, and working with the outstanding CCPR employees," Whitacre said.
SBC COMMUNICATIONS INC. (www.sbc.com) is a global leader in the
telecommunications industry, with more than 37.7 million access lines and 7.2
million wireless customers across the United States, as well as investments in
telecommunications businesses in 11 countries. Under the Southwestern Bell,
Pacific Bell, SNET, Nevada Bell and Cellular One brands, SBC, through its
subsidiaries, offers a wide range of innovative services. SBC offers local and
long-distance telephone service, wireless communications, data communications,
paging, Internet access, and messaging, as well as telecommunications equipment,
and directory advertising and publishing. SBC has more than 130,000 employees
and its annual revenues rank it in the top 50 among Fortune 500 companies.
TELEFONOS DE MEXICO (www.telmex.com.mx), its subsidiaries and associated
companies, (TELMEX) provides the widest range of telecommunications services
both domestically and internationally and has the most extensive coverage of any
telecommunications company in Mexico. Currently, Telmex serves more than 10
million access lines and 2.5 million cellular customers throughout Mexico.
# # #
Dates Referenced Herein
| Referenced-On Page |
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| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 5/6/99 | | | | | | | None on these Dates |
| | 5/3/99 | | 1 |
| For Period End: | | 4/30/99 |
| List all Filings |
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