To: Knighty Tin who wrote (22495 ) 1/31/2005 11:13:36 AM From: mishedlo Read Replies (1) | Respond to of 116555 SBC and AT&T approve $16bn merger [How many jobs will this cost KT? Mish] By James Politi and Aline van Duyn in New York, and Stephanie Kirchgaessner in Washington Published: January 30 2005 22:35 | Last updated: January 31 2005 08:24 SBC Communications and AT&T on Monday said they had approved a $16bn merger that will create the largest telecommunications company in the US and end AT&T’s 120-history as an independent company. Under the terms of the deal approved by both boards, shareholders at AT&T will receive stock worth $18.41 a share and a special dividend of $1.30 a share. This means SBC is paying AT&T shareholders a combination of just under $15bn in stock and just over $1bn in cash. David Dorman, AT&T’s chief executive, will become president of the combined group, and join its board along with two other AT&T executives. Edward Whitacre will remain as chairman and chief executive of the new company.SBC said it expected the deal would yield $15bn in synergies, net of the cost to achieve them. [15 billion in synergies huh? how much of that synergy is job cuts? Mish] The transaction is expected to be cash flow positive for the group in 2007 and earnings per share positive positive in 2008. There was discussion about renaming the combined group AT&T, although a decision had not been reached. Mr Whitacre said only: “We value the heritage and strength of the AT&T brand, which is one of the most widely recognized and respected names throughout the world, and it will certainly be a part of the new company’s future.” He added: “Today’s agreement is a huge step forward in our efforts to build a company that will lead an American communications revolution in the 21st century,” said Mr Whitacre. The takeover marks another chapter in the reshaping of the US telecoms industry, a process began early last year when Cingular Wireless, a joint venture between SBC and BellSouth, agreed to buy AT&T Wireless for $41bn. In December, Nextel and Sprint agreed to merge in a $36bn deal. AT&T, an iconic name, has long been considered a potential takeover target, along with MCI Communications, the heir to WorldCom which last year emerged from bankruptcy. The deal is expected to close in the first half of 2006 but will still require regulatory approval. The signs are that Michael Powell, outgoing chairman of Federal Communications Commission, will not raise significant obstacles, but the process may be a long one, particularly at state level. “This is going to be an extremely difficult transaction and one, if approved, that is going to require massive surgery,” said Andy Lipman, an attorney who heads the telecoms group at Swidler Berlin in Washington. Regulators, Mr Lipman said, would most likely focus on three areas: the divestiture of AT&T’s consumer and small business operations in SBC’s territory; the spin-off of some AT&T fibre facilities; and the overlap of AT&T and SBC enterprise customers. “The parties are going to have to craft the message of why this merger is in the public interest and I think that would be a challenging task,” he added. As recently as seven years ago then-FCC chairman Reed Hundt characterised a merger between the groups as “unthinkable”. Since then, however, the industry has undergone rapid change, with traditional telephone companies now competing with wireless and cable companies. SBC and AT&T are expected to point to this intensification of competition as one justification for the deal. That argument is not infallible, however. In its review of Cingular’s acquisition of AT&T Wireless, the FCC order approving the deal pointed out that the loss of AT&T Wireless as a competitor was mitigated by the “limited level” of wireless-wireline competition “at this point in time”. AT&T could also attempt to persuade regulators that a merger was necessary for its financial stability a tactic that one person familiar with the regulatory agency said was not likely to work. “You can’t tell Wall Street you’re doing great and tell the Department of Justice you’re going out of business.”news.ft.com