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SBC To Acquire AT&T; Creates Premier, Global Provider for New Era of Communications.

Publication: Business Wire

Publication Date: 31-JAN-05
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COPYRIGHT 2005 Business Wire

SAN ANTONIO & BEDMINSTER, N.J. -- SBC Communications Inc. (NYSE:SBC) and AT&T (NYSE:T):

Note: a conference call to discuss the SBC-AT&T combination will be broadcast live via the Internet at 9 a.m. EST on Jan. 31, 2005, at www.sbc.com/investor_relations and www.att.com/ir

--$16 billion transaction brings together industry leaders with highly complementary strengths and customer bases

--Combines AT&T's national and global IP-based networks and expertise with SBC's strong local exchange, broadband and wireless assets

--New company to accelerate customer transition to advanced IP solutions and services

--Significant synergies expected to make transaction cash flow positive in 2007 and generate earnings per share growth in 2008

SBC Communications Inc. (NYSE:SBC) and AT&T (NYSE:T) announced today an agreement for SBC to acquire AT&T, a combination that creates the nation's premier communications company with unmatched global reach.

The transaction combines AT&T's global systems capabilities, business and government customers, and fast-growing Internet protocol (IP)-based business with SBC's extraordinary local exchange, broadband and wireless solutions. Both companies have common values focused on customer service, innovation and reliability.

The combined company will have robust, high-quality network assets, both in the United States and around the globe, and complementary expertise and capabilities. It will have the resources and skill sets to innovate and more quickly deliver to customers the next generation of advanced, integrated IP-based wireline and wireless communications services.

For SBC, the combination provides immediate global leadership in the enterprise segment where corporations and governments require complex communication solutions and services and access to advanced national and global networks.

Under terms of the agreement, approved by the boards of directors of both companies, shareholders of AT&T will receive total consideration currently valued at $19.71 per share, or approximately $16 billion.

AT&T shareholders will receive 0.77942 shares of SBC common stock for each common share of AT&T. Based on SBC's closing stock price on Jan. 28, 2005, this exchange ratio equals $18.41 per...

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