Filed by Alamosa Holdings, Inc. pursuant to Rule
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 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 2003 Annual Report on Form 10-K and in the Quarterly Reports on
Form 10-Q of Alamosa and AirGate 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.
STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT 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, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with the
Securities and Exchange Commission when they become available.
####
The following is a press release issued by Alamosa Holdings, Inc. on
December 8, 2004:
ALAMOSA HOLDINGS, INC. ANNOUNCES CONFERENCE CALL TO
DISCUSS COMBINATION WITH AIRGATE PCS, INC.
LUBBOCK, TEXAS (DECEMBER 8, 2004) - Alamosa Holdings, Inc. (NASDAQ: APCS) today
announced that the Company has scheduled a conference call to discuss the
definitive agreement under which AirGate (NASDAQ: PCSA) will merge with and
into a wholly-owned subsidiary of Alamosa. The conference call will also be
broadcast live over the Internet on Thursday, December 9, 2004 at 8:00 a.m.
Eastern Time. No replay of the broadcast will be available after the call.
WHAT: Alamosa Holdings Conference Call
WHEN: Thursday, December 9, 2004 at 8:00 a.m. Eastern Time.
HOW: Live via phone - By dialing (303) 205-0033 and asking for the
Alamosa call 10 minutes prior to the start time or listen
live over the Internet by logging on to
www.alamosapcs.com or www.fulldisclosure.com.
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.
ABOUT AIRGATE PCS
AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to sell
wireless mobility communications network products and services under the Sprint
brand in territories within three states located in the Southeastern United
States. The territories include over 7.4 million residents in key markets such
as Charleston, Columbia, and Greenville-Spartanburg, South Carolina; Augusta
and Savannah, Georgia; and Asheville, Wilmington and the Outer Banks of North
Carolina.
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 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 2003 Annual Report on Form 10-K and in the Quarterly Reports on
Form 10-Q of Alamosa and AirGate 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.
STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT 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, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with the
Securities and Exchange Commission when they become available.
####