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 21, 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 21, 2004, and other relevant materials to be filed with
the Securities and Exchange Commission when they become available.
####
The following statement by David Sharbutt was included in a newsletter sent to
AirGate employees on December 30, 2004:
WORKING TOWARDS A COMMON VISION
By David Sharbutt, CEO, Alamosa
We want to welcome you to the Alamosa team. We believe the success experienced
by Alamosa is the result of talented people working to achieve a common vision
while operating according to cherished values. Our vision is to be a
world-class telecommunications company - the standard by which others are
measured. The addition of AirGate will contribute to our realization of that
vision.
We believe that the increased scale of our combined companies will provide
meaningful operational and financial benefits, and will be a platform for
future growth and value creation. In addition, with the significantly increased
market capitalization, the combined company's common stock should appeal to a
broader investor group going forward and provide all stockholders with a
substantially more liquid market.
2
At Alamosa, we are guided by certain simple foundational values. We believe
that being Ethical is the basic foundation to "doing the right thing". We
demonstrate our Commitment by sharing our vision throughout the organization.
Our business requires that we are Dynamic by initiating and embracing change.
All of these result in Excellence - Exceeding Stakeholders Expectations.
The success experienced by AirGate has been the result of hard work by
dedicated people. AirGate has traditionally been a strong operating company. It
has been a fast growing company, a very solid company and I think that is a
tribute to its people. We are eager to unite our two organizations to create
continued opportunities.
The merger between Alamosa and AirGate will contribute to accomplishing our
2005 goals:
Investment of Choice
o Execute with Excellence
o Increase Stakeholder Value
Wireless Service Provider of Choice
o Be Customer Centric
o Innovate
Employer of Choice
o Achieve a Fully aligned organization
o Align Compensation & Incentives with Corporate Goals
As the Executive and Management teams continue to work through the
integration, we encourage each of you to continue to be focused on achieving
outstanding year end results. As we work together to achieve what neither
organization could on its own, we can be "the standard by which others are
measured."
3