iPCS and Horizon PCS Announce Merger of Equals - Final.

Original Source: FD (FAIR DISCLOSURE) WIRE

OPERATOR: Good morning and welcome to the iPCS Inc. and Horizon PCS Inc. conference call and webcast. Today's call is being recorded.

I would like to point out that there will be time for questions after the companies' executives remarks. At present, all participants' lines are in listen-only mode.

Now I'd like to turn the call over to Jack Yeo from iPCS' Investor Relations firm Burson-Marsteller.

JACK YEO, BURSON-MARSTELLER: Thank you Sean and good morning everyone. We appreciate you joining us for this morning's call to review the announcement made by iPCS and Horizon PCS this morning.

Before I turn the call over to Tim Yager, the President and CEO of iPCS, I have a few small housekeeping and disclosure related details to go over. By now, I hope all of you have received an email of the press release distributed earlier this morning or have been able to pull it down from the web. If you do not have a copy of the release please visit iPCS' website or the SEC's website to view the 8-K filed this morning that attaches a copy of the press release.

I also want to point out that iPCS plans to file a transcript of this call and the Q&A session with the SEC. If you'd like to listen to a replay of today's call it will be available at 1:00 p.m. Eastern time today. To access the replay dial 1-888-286-8010 using a pass code of 71751415. To access the replay from international locations dial 1-617-801-6888 and use the same pass code. This call is also being webcast and can be accessed at the investor relations page of the iPCS website at www.ipcswirelessinc.com. Replay of the webcast and the call will be available on iPCS' website through midnight on March 24, 2005.

I do need to point out that certain statements made during this call are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All participants should review our most recent filings with the SEC and especially the detailed discussion on page one of our slide presentation today for an in depth review of the factors that may affect such forward-looking statements. I also encourage everyone to read the Joint Proxy Statement/Prospectus regarding the proposed transaction when it becomes available because it will also contain important information. If you don't have it in front of you, I suggest you pull down the investor presentation from the iPCS website to follow along. This can be found on the investor relations page of the iPCS website under the "events" tab. The participants of this call will be going through it during the formal part of the presentation today.

Now I'd like to turn the call over to Tim Yager, President and CEO of iPCS, Inc.

TIMOTHY M. YAGER, PRESIDENT AND CEO, IPCS, INC.: Good morning and thank you for joining our call this morning to discuss our definitive agreement for the merger of Horizon PCS with iPCS. This is a very positive development for both companies creating the second largest wireless affiliate of Sprint in terms of covered and licensed POPs. We are glad to have this opportunity to review the transaction and its anticipated benefits.

Joining me on the call today are Pete Holland, CFO for Horizon PCS, Alan Morse, COO of Horizon PCS and Steb Chandor, iPCS' Executive Vice President of Operations and Chief Financial Officer.

We'll be following the Presentation that is available on our website, so please turn to page two.

As slide two states, this merger will create the second largest wireless affiliate of Sprint with substantial growth opportunities. The Horizon PCS footprint is contiguous and complimentary to the existing iPCS footprint and the combined footprint will cover approximately 11.2 million POPs with a relatively low current market penetration of 3.9%.

Furthermore, the combined company will have one of the strongest balance sheets of all the public affiliates, not to mention the meaningful opportunities for synergies between iPCS and Horizon PCS, which we estimate to be about $5.0 million annually.

As Alan will discuss, Horizon PCS's new agreement with Sprint will also provide many benefits to the combined company moving forward and I will discuss the strong management team that we believe will deliver on the opportunities ahead.

The terms of the transactions are outlined on page three of the Presentation. The transaction has been structured as a merger of equals. It is a stock -for -stock transaction with iPCS shareholders retaining approximately 57.5% of the combined company and the existing Horizon PCS shareholders receiving approximately 42.5% of the company based on an exchange ratio of 0.7725 iPCS shares for each existing Horizon PCS share.

The combined companies' Board will remain at 7 directors with three from iPCS, 3 from Horizon PCS and me as the seventh director. Rob Katz, who is associated with Horizon's largest shareholder, will serve as the Chairman of the Board of the combined company. I will remain as the president and CEO and Steb Chandor will continue as the Executive Vice President and CFO and Alan Morse's, Horizon PCS's current Chief Operating Officer, will be joining as the COO of the new combined company. Our offices will remain here in Schaumburg, Illinois.

The transaction is subject to customary regulatory review, approval by Sprint, and approval by the shareholders, of iPCS and Horizon PCS.

Significant shareholders of each company have signed agreements supporting the transaction. We expect the transaction to close this summer.

As slide four shows, the merger will be a holding company merger with Horizon PCS' holding company, Horizon PCS, Inc., merging …