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Sprint Nextel affiliate iPCS has reached a settlement agreement with shareholders over a class-action lawsuit disputing Sprint’s pending buyout offer of the company.
http://www.cedmagazine.com//News-iPCS-shareholders-Sprint-buyout-111809.aspx
With a deadline looming, it appears that Sprint was either unable or unwilling to get rid of its Nextel iDEN assets, which had been precluded from iPCS' territory. Read this blog post by Marguerite Reardon on Signal Strength.
Sprint Nextel is in process of buying out affiliate, but shareholders disappointed with offer.
Sprint has announced that it will be purchasing the largest remaining affiliate in iPCS for $426 million in cash, effectively ending years worth of litigation
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Nov 20, 2009 (Close-Up Media via COMTEX) --
iPCS, a PCS Affiliate of Sprint Nextel, announced that it has reached an agreement with the plaintiffs to settle the claims asserted in the putative shareholder class action lawsuits related to Sprint Nextel's proposed acquisition of iPCS.
iPCS to Settle Shareholder Litigation The cases are being heard in the Circuit Court of Cook County, Illinois.
In a release dated November 18, the company stated:
On November 17, iPCS and the other defendants and the plaintiffs in the lawsuits executed a memorandum of understanding to settle all claims asserted in the lawsuits, subject to the execution of a stipulation of settlement, notice to iPCS shareholders and approval by the Circuit Court of Cook County, Illinois. The memorandum of understanding provides, among other things, that iPCS shall make supplemental disclosures to its Solicitation/Recommendation Statement on Schedule 14D-9. iPCS will file an amendment to its Schedule 14D-9 with the Securities and Exchange Commission (SEC) to make such disclosures.
- On October 28, Sprint Nextel commenced its tender offer to acquire all the outstanding shares of common stock of iPCS at a price of $24.00 per share in cash. The tender offer is scheduled to expire at 12 midnight, New York City time, on Wednesday, November 25, unless it is extended. The iPCS board of directors has unanimously recommended that iPCS shareholders accept the tender offer, tender their shares of iPCS common stock in the tender offer, and if necessary, adopt the merger agreement.
- Complete terms and conditions of the tender offer are set forth in the offer to purchase, letter of transmittal and other related materials filed with the SEC by Sprint Nextel and Ireland Acquisition on October 28, with the tender offer statement on Schedule TO, as amended.
((Comments on this story may be sent to newsdesk@closeupmedia.com))
Tags: acquisition illinois ireland new_york schedule sec
Companies: Sprint Nextel (S)
SCHAUMBURG, Ill., Nov 18, 2009 (BUSINESS WIRE) --
iPCS, Inc. (NASDAQ: IPCS), a PCS Affiliate of Sprint Nextel Corporation (NYSE: S), today announced that it has reached an agreement with the plaintiffs to settle the claims asserted in the putative shareholder class action lawsuits related to Sprint Nextel's proposed acquisition of iPCS. The cases are being heard in the Circuit Court of Cook County, Illinois.
On November 17, 2009, iPCS and the other defendants and the plaintiffs in the lawsuits executed a memorandum of understanding to settle all claims asserted in the lawsuits, subject to the execution of a stipulation of settlement, notice to iPCS shareholders and approval by the Circuit Court of Cook County, Illinois. The memorandum of understanding provides, among other things, that iPCS shall make supplemental disclosures to its Solicitation/Recommendation Statement on Schedule 14D-9. Later today, iPCS will file an amendment to its Schedule 14D-9 with the Securities and Exchange Commission (SEC) to make such disclosures.
On October 28, 2009, Sprint Nextel commenced its tender offer to acquire all the outstanding shares of common stock of iPCS at a price of $24.00 per share in cash. The tender offer is scheduled to expire at 12:00 midnight, New York City time, on Wednesday, November 25, 2009, unless it is extended. The iPCS board of directors has unanimously recommended that iPCS shareholders accept the tender offer, tender their shares of iPCS common stock in the tender offer, and if necessary, adopt the merger agreement.
Complete terms and conditions of the tender offer are set forth in the offer to purchase, letter of transmittal and other related materials filed with the SEC by Sprint Nextel and Ireland Acquisition Corporation on October 28, 2009 with the tender offer statement on Schedule TO, as amended.
About iPCS, Inc.
iPCS, through its operating subsidiaries, is a Sprint PCS Affiliate of Sprint Nextel Corporation with the exclusive right to sell wireless mobility communications network products and services under the Sprint brand in 81 markets including markets in Illinois, Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee. The territory includes key markets such as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA), Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield, Decatur, and Champaign) and the Quad Cities region of Illinois and Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island, IL). As of September 30, 2009, iPCS's licensed territory had a total population of approximately 15.1 million residents, of which its wireless network covered approximately 12.7 million residents, and iPCS had approximately 720,100 subscribers. iPCS is headquartered in Schaumburg, Illinois. For more information, please visit iPCS's website at www.ipcswirelessinc.com.
Forward-Looking Statements
This press release includes forward-looking statements regarding the proposed acquisition of iPCS by Sprint Nextel and related transactions that are not historical or current facts and deal with potential future circumstances and developments, including, in particular, information regarding the acquisition of iPCS. Forward-looking statements are qualified by the inherent risk and uncertainties surrounding future expectations generally and may materially differ from actual future experience. Risks and uncertainties that could affect forward-looking statements include: unexpected costs or liabilities, the results of the review of the settlement of the shareholder litigation by the Circuit Court of Cook County, Illinois, the results of the review of the proposed transaction by various regulatory agencies and any conditions imposed in connection with the consummation of the transaction, satisfaction of various other conditions to the closing of the transaction contemplated by the merger agreement and the risks that are described from time to time in iPCS's reports filed with the SEC, including iPCS's annual report on Form 10-K for the year ended December 31, 2008 and quarterly reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009 and September 30, 2009. This press release speaks only as of its date, and iPCS disclaims any duty to update the information herein.
SOURCE: iPCS, Inc.
Joele Frank, Wilkinson Brimmer Katcher Judith Wilkinson / Jamie Moser 212-355-4449
Tags: acquisition annual report communications illinois indiana iowa ireland michigan nasdaq new_york nyse ohio pennsylvania population products schedule sec tennessee wireless
Nov 18, 2009 (M2 PRESSWIRE via COMTEX) --
Xtremepicks.com Alerts include I.D. Systems, Inc. (Nasdaq: IDSY), iPCS, Inc. (NASDAQ: IPCS), StemCells, Inc. (NASDAQ: STEM) and Home Federal Bancorp, Inc. (Nasdaq: HOME)
I.D. Systems, Inc. (Nasdaq:IDSY) trading at $3.24 per share on trading volume of 6,500 shares.
In a press release out on November 18, Nestle Waters North America Initiates Roll Out of Wireless Vehicle Management Technology from I.D. Systems
HACKENSACK, N.J., Nov 18, 2009 -- I.D. Systems, Inc. (Nasdaq:IDSY), a leading provider of wireless asset management solutions, today announced that Nestle Waters North America has initiated a series of follow-on purchase orders to implement I.D. Systems' PowerFleet(TM) Vehicle Management System (VMS) on fleets of industrial trucks at six plants in the United States. Nestle Waters initially deployed the system at two sites during the second and third quarters of 2009. The orders were placed by I.D. Systems' strategic marketing partner NACCO Materials Handling Group, Inc., a leading global manufacturer of industrial trucks, including Yale(R) brand lift trucks, and facilitated by Yale/Chase Equipment and Services, Inc., the Yale dealer in Southern California and Hawaii.
About I.D. Systems
Based in Hackensack, New Jersey, with subsidiaries in Germany and the United Kingdom, I.D. Systems is a leading provider of wireless solutions for managing and securing high-value enterprise assets, including industrial vehicles, such as forklifts and airport ground support equipment, and rental vehicles. The Company's patented technology, which utilizes radio frequency identification, or RFID, technology, addresses the needs of organizations to control, track, monitor and analyze their assets. For more information, visit www.id-systems.com. About Nestle Waters North America: Central to the leadership of Nestle Waters North America Inc. is its 33-year history and single-focus on producing bottled water products. The company's dedication to product quality, manufacturing expertise, employee development and environmental stewardship, especially in the areas of water use, energy and packaging, has helped Nestle Waters become the number one bottled water company in the U.S. To reach success, the company follows its credo: Respect for each other, respect for the environment, and respect for the community. To learn more, visit www.nestle-watersna.com. "Safe Harbor" Statement: This press release contains forward looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, such as the Company's outlook for 2009 financial results and prospects for additional customers and revenues. Forward-looking statements include statements with respect to the Company's beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the Company's control, and which may cause the Company's actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including, but not limited to, future economic and business conditions, the loss of any of the Company's key customers or reduction in the purchase of its products by any such customers, the failure of the market for the Company's products to continue to develop, the inability to protect the Company's intellectual property, the inability to manage the Company's growth, the effects of competition from a wide variety of local, regional, national and other providers of wireless solutions and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission, including the Company's annual report on Form 10-K for the year ended December 31, 2008. These risks could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. The Company assumes no obligation to update the information contained in this press release, and expressly disclaims any obligation to do so.
iPCS, Inc. (NASDAQ: IPCS) trading at $23.96 per share on trading volume of 27,928 shares.
In a press release out on November 18, iPCS Agrees to Settle Shareholder Litigation
SCHAUMBURG, Ill., Nov 18, 2009 -- iPCS, Inc. (NASDAQ: IPCS), a PCS Affiliate of Sprint Nextel Corporation (NYSE: S), today announced that it has reached an agreement with the plaintiffs to settle the claims asserted in the putative shareholder class action lawsuits related to Sprint Nextel's proposed acquisition of iPCS. The cases are being heard in the Circuit Court of Cook County, Illinois.
About iPCS, Inc.
iPCS, through its operating subsidiaries, is a Sprint PCS Affiliate of Sprint Nextel Corporation with the exclusive right to sell wireless mobility communications network products and services under the Sprint brand in 81 markets including markets in Illinois, Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee. The territory includes key markets such as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA), Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield, Decatur, and Champaign) and the Quad Cities region of Illinois and Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island, IL). As of September 30, 2009, iPCS's licensed territory had a total population of approximately 15.1 million residents, of which its wireless network covered approximately 12.7 million residents, and iPCS had approximately 720,100 subscribers. iPCS is headquartered in Schaumburg, Illinois. For more information, please visit iPCS's website at www.ipcswirelessinc.com.
StemCells, Inc. (NASDAQ: STEM) trading at $1.13 on a volume of 305,714 shares
In a press release out on November 18, StemCells, Inc. Provides Update on NCL Program Meeting with FDA
PALO ALTO, Calif., Nov 18, 2009 -- StemCells, Inc. (NASDAQ: STEM) today provided an update on the ongoing clinical development program of its proprietary HuCNS-SC(R) product candidate (purified human neural stem cells) for neuronal ceroid lipofuscinosis (NCL), often referred to as Batten disease.
About StemCells, Inc.
StemCells, Inc. is focused on the development and commercialization of cell-based technologies. In its cellular medicine programs, StemCells is targeting diseases of the central nervous system and liver. StemCells' lead product candidate, HuCNS-SC cells (purified human neural stem cells), is in clinical development for the treatment of two fatal neurodegenerative disorders that primarily affect young children. StemCells also markets specialty cell culture media products under the brand SC Proven(R), and is developing its cell-based technologies for use in drug screening and drug development. The Company has exclusive rights to approximately 55 issued or allowed U.S. patents and approximately 200 granted or allowed non-U.S. patents. Further information about StemCells is available on its web site at www.stemcellsinc.com.
Home Federal Bancorp, Inc. (Nasdaq:HOME) trading at $12.31 on a volume of 1,092 shares
In a press release out on November 18, Home Federal Bancorp, Inc. Declares Quarterly Cash Dividend
NAMPA, Idaho, Nov 18, 2009 -- Home Federal Bancorp, Inc. (Nasdaq:HOME), the parent company of Home Federal Bank, announced that its Board of Directors declared a quarterly cash dividend of $0.055 per share on its common stock. The dividend will be paid on December 15, 2009, to stockholders of record as of December 1, 2009.
Home Federal Bancorp, Inc. is headquartered in Nampa, Idaho, and is the parent company of Home Federal Bank, a community bank originally organized in 1920. The Company serves the Treasure Valley region of southwestern Idaho and the Tri-County region of Central Oregon through 23 full-service banking offices and one commercial loan center. The Company's common stock is traded on the NASDAQ Global Select Market under the symbol "HOME" and is included in the Russell 2000 Index. For more information, visit the Company's web site atwww.myhomefed.com.
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Companies: Home Federal Bancorp Inc/ID (HOME), I.D. Systems, Inc. (IDSY), Ipcs Inc (IPCS), StemCells, Inc. (STEM)
NEW YORK, Nov 17, 2009 /PRNewswire via COMTEX/ --
Greywolf Capital Management LP sent the following letter to the Board of Directors of iPCS Inc. (Nasdaq: IPCS) yesterday, November 16, 2009.
November 16, 2009
The Board of Directors
iPCS, Inc.
1901 N Roselle Rd, Suite 500
Schaumburg, IL 60195
Dear Members of the Board:
Greywolf Capital Management LP beneficially owns 8.2% of iPCS, Inc. and strongly opposes the board's decision to sell the company to Sprint Nextel Corp. at the bargain price of $24 per share. Greywolf has been one of the largest shareholders of iPCS since 2004, and always expected that the right strategic decision for Sprint would be to acquire iPCS. This transaction would allow Sprint to extricate itself from a legal morass that it has created by continually violating the letter and spirit of their affiliate agreements with iPCS. It is our opinion that the $24 takeout price reflects neither the fundamental business value of iPCS nor the value of iPCS's breach of contract claims against Sprint. This is a great deal for Sprint, but the price for iPCS shareholders is far too low.
Over the last five years, Sprint acquired seven of its affiliates for transaction prices ranging from 8x to 10x EBITDA estimates. Based on the projections disclosed by iPCS, applying the former affiliate transaction multiples results in a range of $34 to $47 per share for iPCS. We believe that these previous affiliate transactions are more appropriate than the 2008 to 2009 comparables referenced in the Board's rationale for supporting the $24 per share price. For instance, the Virgin Mobile transaction (one of the 2008 to 2009 comparables) is only a wireless reseller and does not own any of its own network infrastructure. Further, while iPCS's Schedule 14D-9 correctly notes that wireless multiples have generally declined in the past two years, Sprint's own multiple has moved only marginally since the more applicable affiliate transactions were completed.
The proposed $24 per share transaction price does not adequately reflect the value of iPCS's successful litigation against Sprint. Unlike similar lawsuits by previous affiliates, iPCS's breach of contract claims have been fully litigated, favorably (for iPCS) ruled upon by the courts, AND upheld on appeal. Sprint has exhausted all legal avenues for delay. In January 2009, the Illinois Circuit Court set a date of January 25, 2010 for Sprint to stop competing with iPCS through the operation of its Nextel business in iPCS's territory. Sprint subsequently announced in June that it intended to divest the Nextel iDEN network assets in iPCS's territory by the court-mandated deadline, an announcement we view as nothing more than a negotiating tactic. We believe that Sprint
has been unrealistic in its public statements regarding its ability to divest these assets because:
-- TECHNICALLY, divestiture is not viable for Sprint due to the complexity
of:
1. splitting apart switch infrastructure,
2. rerouting cell sites both inside and outside the affected
territories,
3. transferring cell site leases (if possible),
4. building a new network monitoring system,
5. identifying, transferring, and partitioning spectrum licenses,
6. providing billing services,
7. building out a voicemail platform,
8. providing customer call support services,
9. building out a dispatch complex for the purchaser,
10. replicating GPS location-based 911 service,
11. providing a data center for internet connectivity,
12. renegotiating and transferring vendor contracts,
13. transferring retail operations and recreating POS systems,
and a host of other service, interconnection, and regulatory issues. Sprint's own employees attest to these difficulties in their affidavits filed with the Illinois courts in September 2006 (see Affidavits of Doug Lynn, Robert S. Foosaner, Michael Rapp, Scott M. Fisher, and Steven M. Nielsen, iPCS Wireless, Inc. v. Sprint Corporation et al, Case No. 05-CH-11792).
-- ECONOMICALLY, this approach would be extremely costly, and we do not
believe there is a buyer willing to pay enough to justify the expense of
splitting apart the network. The iDEN assets represent an outdated
technology, operate over a limited service area, and have a shrinking
Nextel subscriber base. The assets are worth far more to Sprint than to
any other buyer.
-- LEGALLY, we believe the judge will see through any transaction that is
less than a complete divestiture of the iDEN assets in question. The
only sale that will satisfy the court's order is one in which Sprint
does not provide substantial services to the purchaser.
Regardless of Sprint's ability to divest the iDEN assets in iPCS's territory, compliance would still not end the claims that iPCS has against Sprint for improper competition. iPCS has already initiated similar breach of contract claims against Sprint for the Clearwire and Virgin Mobile transactions, and any potential future acquisition or merger by Sprint would face similar issues.
-- In Clearwire, the Illinois Circuit Court has partially granted iPCS's
motion for partial summary judgment. We believe the remaining limited
issues to be litigated will similarly be resolved in iPCS's favor.
-- In the Virgin Mobile transaction, Sprint will effectively be competing
with iPCS in the affiliate territories, using iPCS's own network to do
so. We believe this is clearly a violation of the management agreements
and will not stand up to the scrutiny of the courts.
-- In addition, should Sprint ever consummate an acquisition or merger with
any wireless provider that competes in iPCS's territory, iPCS would have
additional breach of contract claims in the future.
We believe shareholders and the board should disregard Sprint's various empty threats (as noted in iPCS's Schedule 14D-9) to economically harm iPCS if the transaction is not completed. Any improper actions by Sprint will be subject to arbitration or litigation, and will ultimately fail.
For the reason listed above, we do not intend to tender our shares at the current price of $24 per share. Sprint has the motivation and the ability to acquire iPCS for a fair price. Should the proposed transaction be rejected, we stand ready to review a revised deal from Sprint.
Sincerely,
/s/ Jon Savitz
Jon Savitz
Greywolf Capital Management LP
Greywolf Capital Management LP:
Craig James
914-251-8200
SOURCE Greywolf Capital Management LP
Tags: acquisition billing business contract divestiture ebitda internet legal licenses merger nasdaq prices retail schedule technology wireless
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iPCS is the Sprint PCS Affiliate of Sprint Nextel with the exclusive right to sell wireless mobility communications network products and services under the Sprint brand in 80 markets including markets in Illinois, Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee.
Chairman, Vail Resorts, Inc. Vice Chairman, Ralcorp Holdings, Inc. Mr. Micheletto was appointed a director of the Company in February 1997 and has been Chairman of the Board of the Company since February 2006. Since September 2003, Mr. Micheletto has served as Vice Chairman of Ralcorp Holdings, Inc.
http://www.vailresorts.com/CORP/info/board-of-directors.aspx
Kansas City, MO (November 11, 2004) Paul Spurgeon, President of Nations Media Partners, Inc., announced that his firm successfully advised its client, iPCS Wireless, Inc., on a $16.5 million communications tower deal. iPCS, Inc.
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