TYPE: 425
SEQUENCE: 1
DESCRIPTION: Company Release
Filed by: NTELOS Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: NTELOS Inc.
Commission File No. 000-16751
THIS DOCUMENT IS BEING FILED PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF
1933 AND IS DEEMED FILED PURSUANT TO RULE 14A-12 UNDER THE SECURITIES EXCHANGE
ACT OF 1934.
In connection with the proposed merger between NTELOS Inc. ("NTELOS") and
Conestoga Enterprises, Inc. ("Conestoga"), NTELOS is providing examples to
illustrate for NTELOS and Conestoga shareholders the operation of the exchange
ratio at various prices per share of NTELOS common stock.
Please bear in mind that the operation of the exchange ratio is complex. We
have tried to provide examples for you in this document but there are a number
of variables to consider, including the actual percentage of Conestoga
shareholder cash and stock elections, which have not been addressed in this
example. The examples we have provided are based on the assumptions identified
below. For more information on how the variables affect the consideration
Conestoga shareholders will receive in the merger, you should review the
registration statement filed by NTELOS with the Securities and Exchange
Commission and all amendments to this registration statement, including the
final joint proxy statement/prospectus. These documents are available, or will
be made available upon filing, online at www.sec.gov.
You should also note that the actual consideration to be received by
Conestoga shareholders in the merger will be based on the NTELOS stock
price around the time of the closing of the merger, as indicated in the
joint proxy statement/prospectus. NTELOS and Conestoga currently anticipate
that the merger will close around year end 2001.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ NTELOS' REGISTRATION STATEMENT
ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS RELATING TO THE MERGER TRANSACTION DESCRIBED ABOVE BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. THE REGISTRATION STATEMENT WAS
FILED INITIALLY WITH THE COMMISSION ON SEPTEMBER 18, 2001 AND WILL BE AMENDED
BEFORE MAILING TO SHAREHOLDERS. Investors and security holders may obtain a free
copy at the Commission's web site at www.sec.gov. The documents filed with the
Commission by NTELOS may also be obtained for free from NTELOS by directing a
request to NTELOS Inc., P. O. Box 1990, Waynesboro, Virginia 22980, Attn:
Investor Relations, telephone: (540) 946-3500. Certain of these documents may
also be available on NTELOS' website at www.ntelos.com. READ THE FINAL
REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE
MAKING A DECISION CONCERNING THE MERGER.
Consideration to Conestoga Shareholders Implied by NTELOS Stock Prices /(1)/
The following table is based on 8,282,270 outstanding shares of Conestoga
common stock as of September 30, 2001 (assuming conversion of outstanding
Conestoga preferred stock into common stock). The table also assumes that
Conestoga shareholders will elect to receive cash consideration for a maximum of
58% of Conestoga common stock and that the number of shares exchangeable for
cash is adjusted as necessary for the merger to qualify as a "reorganization"
for federal income tax purposes.
Stock Consideration Total Equity Consideration
-------------------------------------- -------------------------------------------
Total Cash NTELOS Shares Total Stock
NTELOS Stock Price Consideration Issued Consideration/(3)/ Average Value per Total Equity Value
Per Share /(2)/ (in millions) (in millions) (in millions) Conestoga Share /(4)/ (in millions)
---------------------------------------------------------------------------------------------------------------------------------
$ 6.00 $110.43 12.27 $ 73.62 $22.22 $184.05
8.00 132.52 11.04 88.34 26.67 220.86
10.00 150.59 10.04 100.39 30.30 250.98
12.00 165.65 9.20 110.43 33.33 276.07
14.00 178.39 8.50 118.92 35.90 297.31
16.00 189.31 7.89 126.21 38.10 315.51
18.00 192.15 7.73 139.14 40.00 331.29
20.00 192.15 6.96 139.14 40.00 331.29
22.00 192.15 6.33 139.14 40.00 331.29
24.00 192.15 5.80 139.14 40.00 331.29
26.00 192.15 5.35 139.14 40.00 331.29
28.00 192.15 4.97 139.14 40.00 331.29
30.00 192.15 4.64 139.14 40.00 331.29
32.00 192.15 4.64 148.42 41.12 340.57
34.00 192.15 4.64 157.69 42.24 349.84
36.00 192.15 4.64 166.97 43.36 359.12
38.00 192.15 4.64 176.24 44.48 368.39
40.00 192.15 4.64 185.52 45.60 377.67
(1) For purposes of these examples, all values have been rounded and are
approximations.
(2) Represents the lower of the value used to determine the exchange ratio in
accordance with the merger agreement and the NTELOS common stock price per
share on the merger date.
(3) Assumes that the aggregate value of NTELOS common stock issued in the
merger may never be less than 40% of the total equity value, in order for
the merger to qualify as a "reorganization."
(4) Average value per share for all Conestoga shareholders based on the
assumptions set forth above. The actual value received by any particular
Conestoga shareholder will depend upon the actual percentage of cash and/or
stock consideration received by the shareholder.
Forward-looking statements made by NTELOS are based on a number of
assumptions, estimates and projections. These statements are not guarantees of
future performance and involve risks and uncertainties, including those set
forth in documents filed by NTELOS with the Securities and Exchange Commission,
and any significant deviations from these assumptions could cause actual results
to differ materially from those in forward-looking statements. NTELOS undertakes
no obligation to revise or update such statements to reflect current events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.