Maurice is probably still in bed, we had a time zone advantage on him. Here's the Press Release:
SAN DIEGO, Sept. 10 /PRNewswire/ -- QUALCOMM Incorporated (Nasdaq: QCOM - news) today announced that its
Board of Directors has approved and set a record date of September 11, 1998 for the proposed spin-off of Leap Wireless
International, Inc. The Board declared a dividend of one share of common stock of Leap Wireless for every four
outstanding shares of QUALCOMM common stock. QUALCOMM intends to transfer to Leap Wireless total assets of
approximately $260 million at the time of the distribution. The number of Leap Wireless common shares outstanding is
expected to be approximately 17.6 million.
Leap Wireless has been formed to become a global wireless communications carrier that deploys CDMA networks in
markets with strong growth potential. Its initial assets will include assets consisting primarily of QUALCOMM's joint
venture and equity interests in certain terrestrial-based wireless communications operating companies, which will be
transferred to Leap Wireless in advance of the distribution.
The distribution of Leap Wireless shares is expected to occur on or about September 23, 1998 to holders of
QUALCOMM common stock of record as of September 11, 1998. The distribution is conditioned upon the Securities
and Exchange Commission declaring effective the Registration Statement on Form 10 for Leap Wireless common stock,
as well as the occurrence of certain other events. The QUALCOMM Board has reserved the right to withdraw its
declaration of the dividend at any time prior to the distribution.
Holders of QUALCOMM common stock will not be required to pay any cash or other consideration for the Leap
Wireless shares they receive. The distribution will be a dividend to QUALCOMM stockholders in an amount equal to the
fair market value per share of Leap Wireless common stock received, determined by the average of the high and low
trading price on the date of the distribution. QUALCOMM's trust convertible preferred securities will be adjusted as part
of the spin-off so that upon conversion thereof, holders will also receive one share of Leap Wireless common stock for
every four QUALCOMM shares issued.
QUALCOMM expects that a ''when issued'' public market for Leap Wireless common stock will begin prior to the
distribution date. Leap Wireless is expected to trade on the Nasdaq National Market under the trading symbol LWIN.
Upon completion of the distribution, Leap Wireless will own, manage, support and operate joint venture and equity
interests in Pegaso Telecomunicaciones, S.A. de C.V. (Mexico), Metrosyvaz Limited (Russia) and Orrengrove
Investments Limited (Russia), ChileSat Telefonia Personal, S.A. (Chile), Chase Telecommunications, Inc. (United
States), Oz Phone Pty. Ltd. (Australia), and certain other development-stage businesses.
QUALCOMM will retain a warrant to purchase 5,500,000 shares of Leap Wireless common stock, approximately 18
percent of Leap Wireless' outstanding shares on a fully diluted basis as of the distribution date, exercisable during the ten
years following the distribution. QUALCOMM will continue as an equipment supplier for Leap Wireless' operating
companies and will retain all of its rights under its equipment supply agreements with those entities.
Harvey P. White, a co-founder and former president of QUALCOMM, will serve as president, chief executive officer
and chairman of the Board of Leap Wireless International. Mr. White is currently vice chairman of the Board of
QUALCOMM, but will resign from that position prior to the distribution. In addition, Thomas J. Bernard, who has
served as senior vice president and general manager of QUALCOMM's Wireless Infrastructure Division, will serve as
executive vice president of Leap Wireless.
The distribution of the Leap Wireless shares shall be made as described in the Information Statement relating to these
securities which has been filed with the Securities and Exchange Commission (SEC) but has not yet become effective.
These securities may not be sold, nor may offers to buy be accepted prior to the time the Information Statement becomes
effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of these securities in any state in which such an offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
A copy of the Leap Wireless Information Statement, as amended, may be obtained from the SEC web site at
sec.gov or by calling QUALCOMM Investor Relations (1-619-658-4813) or Leap Wireless
International Investor Relations (1-619-658-4260). |
