AT&T Wireless announced at its 2004 Annual Shareholder Meeting that shareholders had approved the company's merger agreement with Cingular Wireless by an overwhelming margin.
"Today's vote marks a major milestone in our pending merger with Cingular," said John D. Zeglis, Chairman and Chief Executive Officer of AT&T Wireless. "By an 'AWE-some' majority, AT&T Wireless shareholders accepted the handsome cash premium offered by Cingular."
Under the terms of the agreement announced on February 17, shareholders of AT&T Wireless will receive $15 in cash per common share, or a total of approximately $41 billion. Both AT&T Wireless and Cingular have said that they hope to complete the merger before the end of the year. AT&T Wireless noted that the acquisition is subject to the approvals of federal regulatory authorities, and to other closing conditions.
Zeglis said the combined company "will create customer benefits and growth prospects that neither of us could have achieved on our own, with better coverage, improved reliability, enhanced call quality and an array of new and innovative services for consumers and businesses."
Based on 2003 annual results, AT&T Wireless said the combined company would have approximately 46 million customers, more than $32 billion in revenue, and one of the most advanced digital networks in the U.S., with spectrum in 49 states and coverage in 97 of the top 100 markets.
The company said results of the shareholder vote on the merger and other proposals are as follows:
* Proposal No. 1, approval of the merger agreement, passed with the support of 65 percent of all outstanding shares. Of the shares voted, 98 percent cast their ballots in favor of the merger.
* For Proposal No. 2, election of Class III Directors, was approved, with each director receiving at least 97 percent of shares voted. Directors elected to new three-year terms were Nobuharu Ono, Carolyn M. Ticknor and John D. Zeglis.
* For Proposal No. 3, ratification of auditors, AT&T Wireless' shareholders ratified PricewaterhouseCoopers LLP as the company's independent auditors for 2004 with more than 97 percent of shares voting for ratification.
* Proposal No. 4, a shareholder proposal on executive compensation, did not pass with 86 percent of shares voting against the proposal.
* Proposal No. 5, a shareholder proposal on discontinuing certain executive compensation, did not pass with 87 percent of shares voting against the proposal.
* Proposal No. 6, a shareholder proposal on vote requirement for director elections, did not pass with 85 percent of shares voting against the proposal.
AT&T Wireless is one of the most widely-held public companies in the United States with nearly 3 million shareholders.