Filed by Alamosa Holdings, Inc. pursuant
to Rule 425 under the Securities Act of
1933, as amended, and deemed filed
pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934,
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 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 results to differ
materially from those described in the forward-looking statements can be found
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 assumes 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.
Stockholders are urged to read the disclosure documents regarding the proposed
Alamosa/AirGate transaction when they become available because they will
contain important information. Stockholders will be able to obtain a free copy
of such disclosure documents when they become available, as well as other
filings containing information about Alamosa and AirGate, without charge, at
the Commission's internet site (http://www.sec.gov). Copies of the disclosure
documents and the filings with the Commission that will be incorporated by
reference in such disclosure documents 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).
The directors and executive officers of Alamosa may be deemed to be
participants in the solicitation of proxies from Alamosa shareholders in
respect of the proposed transaction with AirGate. Information regarding
Alamosa's directors and executive officers is currently available in its proxy
statement filed with the Commission by Alamosa on April 23, 2004. Other
information regarding the participants in such proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the disclosure documents and other relevant
materials that will be filed by Alamosa with the Commission when they become
available.
####
The following is a press release issued by Alamosa Holdings, Inc. on December
7, 2004:
[GRAPHIC OMITTED]
Contact: Jon D. Drake
Senior Director of Investor Relations
Alamosa Holdings, Inc.
806-722-1455
jdrake@alamosapcs.com
ALAMOSA CONFIRMS PREVIOUS OFFER OF 2.8 ALAMOSA SHARES FOR EACH AIRGATE SHARE
Extends offer deadline to Wednesday, December 8, 2004
LUBBOCK, Texas (December 7, 2004) - Alamosa Holdings, Inc. (Nasdaq/NM: APCS)
stated today that it has entered into a confidentiality agreement with AirGate
PCS, Inc. (NASDAQ: PCSA) with respect to a potential combination of the two
companies and has completed all material due diligence and confirmed to AirGate
its offer of 2.8 Alamosa shares for each AirGate share. Based on Alamosa's
closing price of $11.50 on December 6, 2004, this offer represents
consideration of $32.20 per AirGate share.
In addition, Alamosa has offered to give AirGate shareholders the option to
elect cash consideration in place of Alamosa stock, up to an aggregate amount
of $100 million, with the per share cash consideration based on the average
closing price of Alamosa stock in the ten days prior to the completion of the
transaction multiplied by 2.8.
Alamosa also stated that it has extended its offer through the close of
business on Wednesday, December 8, 2004.
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 AND OTHER INFORMATION
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 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 results to differ
materially from those described in the forward-looking statements can be found
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 assumes 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.
Stockholders are urged to read the disclosure documents regarding the proposed
Alamosa/AirGate transaction when they become available because they will
contain important information. Stockholders will be able to obtain a free copy
of such disclosure documents when they become available, as well as other
filings containing information about Alamosa and AirGate, without charge, at
the Commission's internet site (http://www.sec.gov). Copies of the disclosure
documents and the filings with the Commission that will be incorporated by
reference in such disclosure documents 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).
The directors and executive officers of Alamosa may be deemed to be
participants in the solicitation of proxies from Alamosa shareholders in
respect of the proposed transaction with AirGate. Information regarding
Alamosa's directors and executive officers is currently available in its proxy
statement filed with the Commission by Alamosa on April 23, 2004. Other
information regarding the participants in such proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the disclosure documents and other relevant
materials that will be filed by Alamosa with the Commission when they become
available.
####