"Filed by AirGate PCS, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12(b) of the Securities Act of 1934
Subject Company: iPCS, Inc.
Commission File No.: 333-47682; 333-47688"
[AIRGATE PCS, INC. LOGO]
FOR IMMEDIATE RELEASE
Contact: Alan B. Catherall
Chief Financial Officer
404-525-7272
AIRGATE PCS, INC. ANNOUNCES STOCKHOLDER
APPROVAL OF MERGER WITH iPCS, INC.
--------------------------
ATLANTA (November 27, 2001) - AirGate PCS, Inc. (Nasdaq/NM:PCSA), a Sprint PCS
Network Partner, today announced that at a special stockholder meeting held in
Atlanta, the company's stockholders approved a proposal to merge the company
with iPCS, Inc., a privately held Sprint PCS Network Partner serving the
Midwest. The companies announced the signing of a definitive agreement on August
28, 2001. The transaction is expected to close around the end of November.
Under the terms of the transaction, AirGate and iPCS will combine in a tax-free,
stock for stock transaction for 13.5 million shares of AirGate common stock,
which includes 1.1 million shares reserved for issuance upon the exercise of
outstanding unrestricted iPCS options and warrants. As a result of the merger,
iPCS will become a wholly owned subsidiary of AirGate.
Commenting on the announcement, Thomas M. Dougherty, president and chief
executive officer of AirGate PCS, Inc. said, "We're pleased that our
stockholders recognize the value we intend to create through this merger with
iPCS. This transaction represents a tremendous strategic opportunity for AirGate
to significantly increase the size and scope of our operations and become the
premier Sprint PCS affiliate. Together, we will be able to leverage the assets
and operating expertise of both companies, as well as the proven Sprint PCS
brand, and move forward aggressively to strengthen our leadership position in
the competitive wireless marketplace."
About AirGate PCS
AirGate PCS, Inc. is the Sprint PCS Network Partner with the exclusive right to
sell Sprint PCS products and services throughout most of the state of South
Carolina, including Charleston, Columbia and Greenville-Spartanburg, parts of
North Carolina, including Asheville, Wilmington and Hickory, and the eastern
Georgia cities of Augusta and Savannah. As a Sprint PCS Network Partner, AirGate
PCS built its own PCS network to exclusively provide 100% digital, 100% PCS
products and services under the Sprint and Sprint PCS brand names in its
territory, which includes more than 7.1 million POPs.
About iPCS
iPCS, Inc. is a Sprint PCS Network Partner providing Sprint PCS wireless
personal communication services in the mid-western United States. iPCS has the
exclusive right to provide mobile wireless personal communication network
services under the Sprint PCS brand to a total population of more than 7.4
million in 37 markets located in Illinois, Michigan, Iowa and
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AirGate Shareholders Approve Merger with iPCS
Page 2
November 27, 2001
eastern Nebraska. The Company's territory includes Cedar Rapids,
Champaign-Urbana, Grand Rapids, Peoria, the Quad Cities, Saginaw-Bay City, and
Springfield.
About Sprint
Sprint is a global communications company serving 23 million
business and residential customers in more than 70 countries. With more than
80,000 employees worldwide and $23 billion in annual revenues, Sprint is widely
recognized for developing, engineering and deploying state of the art network
technologies, including the United States' first nationwide all-digital,
fiber-optic network. Sprint's award-winning Tier 1 Internet backbone is being
extended to key global markets to provide customers with a broad portfolio of
scalable IP products. Sprint's high-capacity, high-speed network gives customers
fast, dependable, non-stop access to the vast majority of the world's Internet
content. Sprint also operates the largest 100-percent digital, nationwide PCS
wireless network in the United States, already serving the majority of the
nation's metropolitan areas including more than 4,000 cities and communities.
For more information, visit the Sprint PCS web site at http://www.sprintpcs.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Certain statements contained in this news release, such as statements concerning
the combined company's anticipated performance, plans for growth and anticipated
financial results and other factors that could affect future operations or
performance, and other non-historical facts, are forward looking statements made
pursuant to the "safe-harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Since these forward looking statements are based on factors
that involve risks and uncertainties, actual results may differ materially from
those expressed or implied by such forward looking statements. Such factors
include: the ability to successfully integrate the two businesses; the
competitiveness and impact of Sprint PCS pricing plans, products and services;
the ability of Sprint PCS to provide back office, customer care and other
services; consumer purchasing patterns; potential fluctuations in quarterly
results; an adequate supply of subscriber equipment; risks related to our
ability to compete with larger, more established businesses; rapid technological
and market change; risks related to future growth and expansion; the potential
need for additional capital, anticipated future losses, the significant level of
indebtedness of the combined companies and the volatility of AirGate PCS' stock
price. For a detailed discussion of these and other cautionary statements and
factors that could cause actual results to differ from those contained in this
news release, please refer to AirGate PCS' and iPCS' filings with the Securities
and Exchange Commission ("SEC"), especially in the "investment considerations"
section of AirGate PCS' Form 10-K for the fiscal year ended September 30, 2000,
AirGate PCS' Form 10-Q for the fiscal quarter ended June 30, 2001, iPCS' Form
10-K for the fiscal year ended December 31, 2000, iPCS Form 10-Q for the fiscal
quarter ended June 30, 2001, and in subsequent filings with SEC
No Offer or Sale
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy shares of AirGate which may be issued in the
merger with iPCS nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state. Offers to sell
securities of AirGate will be made only by means of a prospectus.
-END-