The best place to find this information is on the proxy statement:
Background of the Merger
In pursuing their strategies for enhancing stockholder value, each of
Sprint and Nextel has regularly considered opportunities for business
combinations, joint ventures and other strategic and commercial
relationships involving the two companies and third parties. From time
to time, representatives of Sprint and Nextel have had discussions
regarding possible business arrangements, including joint network
building or network sharing arrangements and other possible
operations-focused transactions. The most recent of these discussions
occurred intermittently in the period from June 2003 through April
2004, but did not result in any transaction. A mutual nondisclosure
agreement was executed on June 24, 2003 in order to facilitate
preliminary discussions of whether the parties were interested in
exploring the possibility of a potential business combination. The
Sprint board of directors was updated on the status of these
discussions at its regularly scheduled August 12, 2003 meeting, and it
determined not to pursue the preliminary discussions further at that
time. The companies thereafter terminated the discussions.
Throughout the period from June 2003 to October 2004, each of Sprint
and Nextel also considered from time to time possible transactions
with third parties, including acquisitions of assets or businesses,
joint ventures and business combination transactions, and senior
management from each company had informal discussions with their
counterparts at other telecommunications companies. However, these
discussions did not advance beyond preliminary stages in respect of
transactions that would have precluded the merger, except that Nextel
did conduct extensive due diligence investigations and participate in
the process initiated in late 2003 that led to the execution of an
agreement for the sale of AT&T Wireless Services, Inc. to Cingular
Wireless LLC in early 2004. In addition, Sprint?s management explored
the possibility of a spin off of the local telecommunications business
independent of a merger with Nextel or any other third party and
updated the Sprint board of directors from time to time on these
considerations.
In connection with the AT&T Wireless process and more generally,
Nextel?s senior management and board of directors held a series of
discussions in late 2003 and early 2004 concerning pending and
expected consolidation in the wireless industry, the potential
benefits of scale and synergy benefits that could be generated in a
substantial merger of wireless carriers. During these deliberations,
management informed the Nextel board that management believed that
Sprint was the most attractive potential merger partner in the
wireless communications industry. After extensive consideration,
Nextel determined not to submit a definitive proposal for the
acquisition of AT&T Wireless, and instead to seek to initiate
discussions regarding a possible business combination with Sprint.
In the week of February 8, 2004, Timothy M. Donahue, Nextel?s
President and CEO, contacted Len J. Lauer, Sprint?s President and
Chief Operating Officer, to determine whether there was a possibility
that Sprint would be interested in discussing a potential business
combination. Mr. Lauer advised Mr. Donahue that Sprint was not
interested in pursuing exploratory discussions at that time. Despite
Mr. Lauer?s response, Nextel continued to study the possible business
combination, including with its financial and legal advisors, who
together with Nextel?s senior management conducted extensive analyses
of Sprint based on public information.
On March 19, following the expiration of restrictions on the ability
of Gary D. Forsee, Sprint?s Chairman and CEO, to discuss certain
potential business combinations arising from his prior employment
arrangements, Mr. Donahue and Mr. Forsee discussed potential
opportunities for cooperation between the two companies. Thereafter,
Messrs. Forsee and Donahue had a series of discussions regarding
possible strategic opportunities and operations-based transactions
that could be pursued in an effort to capitalize on each company?s
respective strengths. At a meeting on April 6 in Reston, Virginia,
Messrs. Forsee and Donahue agreed to have further exploratory
discussions to consider the possible benefits and risks associated
with a business combination and to arrange a meeting of their
respective senior financial officers to discuss preliminarily the
principal concepts for a potential business combination. From the
onset of their discussions in March 2004 and during the discussions
over the ensuing seven-month period, Messrs. Forsee and Donahue and
other senior executives of the two companies expressed the view that
there were strategic benefits, including the opportunity for revenue
and cost-sharing synergies, from a combination of the two companies
that were believed to be greater than those available in any
alternative transaction. For this reason and because the transaction
under consideration was being approached as a merger, rather than a
sale by one company to the other, the parties did not engage in any
meaningful discussions regarding alternative transactions during this
period.
On April 29, Robert J. Dellinger, Sprint?s Executive Vice President
and Chief Financial Officer, and Gene M. Betts, Sprint?s Senior Vice
President and Treasurer, met with Paul N. Saleh, Nextel?s Executive
Vice President and Chief Financial Officer, Marc R. Montagner,
Nextel?s Senior Vice President, Business Development, and Michael
Kalten, Nextel?s Senior Director, Business Development, at Nextel?s
offices in Reston, Virginia. At the meeting, the parties exchanged
high-level information concerning the two companies and Nextel
presented several concepts for potential business combination
transactions with Sprint.
On May 26, Messrs. Forsee, Lauer and Dellinger met with Messrs.
Donahue and Saleh, Thomas N. Kelly, Jr., Nextel?s Executive Vice
President and Chief Operating Officer, and Barry West, Nextel?s
Executive Vice President and Chief Technology Officer, in Reston,
Virginia to review the matters discussed at the April 29 meeting and
further explore a potential business combination, as well as to begin
to plan a due diligence process.
On May 27, Nextel management updated the Nextel board of directors on
the status of the discussions with Sprint and the Nextel board
authorized management to continue to explore a potential business
combination with Sprint.
Mr. Forsee provided an update regarding the discussions with Nextel at
a June 7 meeting of the Sprint board of directors. After discussing
the potential benefits of the potential business combination with
Sprint?s management and advisors, the Sprint board authorized Sprint
management to proceed with the discussions.
In late June 2004, representatives of Nextel communicated to Sprint?s
representatives Nextel?s intention to defer any significant
discussions regarding a potential business combination. Discussions at
that time had been of a general nature and the parties had advanced
different concepts as to relative valuation. Specific exchange ratios
were not advanced and negotiated in a meaningful way at this point and
there appeared to be substantial differences in views as to relative
valuation and structure. Because it did not appear to Nextel that
agreement on the key terms of a transaction could be reached in the
near future, Nextel determined that it should suspend further merger
discussions in order to focus its efforts on securing a decision by
the FCC in the proceeding relating to the elimination of interference
in the 800 MHz band that would incorporate the key terms of the plan
proposed by Nextel and others providing for the reallocation of
spectrum rights in the 800 MHz band and an exchange of certain of
Nextel?s spectrum holdings for new spectrum rights in the 1.9 GHz
band, commonly known in the wireless industry as the ?consensus plan.?
On June 30, Mr. Forsee informed the Sprint board of directors of the
suspension of the discussions with Nextel.
On July 8, the FCC approved an order addressing the 800 MHz
interference issues that provided, among other things, for an exchange
of spectrum rights under a framework that was consistent with the
approach used in the consensus plan proposed by Nextel and others.
Messrs. Forsee and Donahue resumed discussions in late July and early
August concerning the terms of a potential business combination and
diligence matters, and Mr. Forsee provided a further update regarding
the discussions at a meeting of the Sprint board of directors on
August 10.
On August 11, Messrs. Dellinger and Betts met with Messrs. Saleh and
Montagner and Gary D. Begeman, Nextel?s Vice President and Deputy
General Counsel, to further discuss a potential business combination.
Also present at the meeting were representatives of each of Lehman
Brothers and Citigroup, financial advisors to Sprint, and Goldman
Sachs and Lazard, financial advisors to Nextel. JPMorgan, financial
advisor to Nextel, was not in attendance at the meeting. At the
meeting, the parties exchanged additional information regarding key
transaction topics, including, among other things, the spectrum
reallocation, the potential dividend policy of the resulting company,
the possible spin-off of the resulting company?s local
telecommunications business and related issues of valuation and
capital structure, including the amount of any cash component of the
merger consideration. Also on August 11, Mr. Lauer spoke with Mr.
Kelly to further discuss operational aspects of the potential business
combination. Representatives of Sprint and Nextel discussed tax
matters relating to the potential transaction on August 15, and all of
the financial advisors of each of Sprint and Nextel met in New York on
August 16 to discuss certain financial issues relating to the
companies and a potential business combination.
On August 26, Messrs. Forsee and Donahue met to discuss the potential
business combination and concluded that further discussion ought to be
suspended in light of the failure to make progress in the recent
discussions on various terms of a potential business combination,
including the economic terms of the transaction, the structure of the
transaction, the composition of senior management of the resulting
company and the location of its headquarters. The discussions leading
up to the August 2004 decision to suspend the negotiations remained at
a high conceptual level. At the time of that decision, there was a
substantial gap in the parties? respective positions with respect to
valuation, with Sprint?s representatives expressing the general view
that Sprint should be valued substantially higher than Nextel, in part
because of the companies? relative sizes when Sprint?s local
telecommunications business was included, and with respect to the
roles and responsibilities of Sprint and Nextel senior executives in
the resulting company.
After Messrs. Forsee and Donahue decided to defer further discussions
following their August 26 meeting, neither party had meaningful
discussions regarding an alternative transaction with a third party.
Both parties shared the belief that a merger of the two companies
would be attractive if mutually acceptable terms could be negotiated.
Mr. Forsee discussed the potential business combination with Sprint?s
board of directors on September 9 and again on October 9. Nextel?s
senior management reviewed the status of discussions with the Nextel
board of directors on September 15.
On October 9, 2004, Sprint?s senior management and board of directors
also reviewed and discussed the pending and expected consolidation in
the telecommunications industry and the potential benefits of scale
and synergy benefits that could be generated in a significant merger
of telecommunications companies.
On November 9, Mr. Forsee and Irvine O. Hockaday, Jr., Sprint?s Lead
Independent Director, had dinner with Mr. Donahue and William E.
Conway, Jr., Chairman of the Nextel board of directors, and discussed
the potential business combination and determined to resume
discussions. Nextel senior management discussed the matter with the
Nextel board on November 11. From November 17 through late November,
Messrs. Forsee and Donahue had a number of discussions concerning the
financial terms of the potential business combination and key
governance issues. In these discussions and in other discussions
between representatives of the parties in late November 2004, it was
agreed that ongoing discussions would proceed on a set of basic
principles for the economic framework and other terms of the merger.
Chief among them was that the basic exchange ratio would be 1.3 Sprint
shares for each Nextel share, but that an equalizing cash payment
would be required to assure that Sprint stockholders received 50.1% of
the resulting company?s capital stock so that the resulting company?s
local telecommunications business could be spun off tax-free and that,
while the parties expected the spin-off to be completed, it would not
be completed until after the merger largely due to the expected timing
of receipt of required regulatory approvals for the spin-off.
Therefore, the contemplated spin-off was not made a condition to the
merger. In addition, the parties agreed that the resulting company?s
senior management would be selected, to the extent reasonably
practicable, equally from both companies, that the resulting company?s
board of directors would have equal representation, and co-lead
directors, from each company?s board and the resulting company?s
executive headquarters would be in Reston, Virginia, where Nextel is
headquartered, with its operational headquarters in Overland Park,
Kansas, where Sprint is headquartered. In particular, the parties
agreed in concept that Mr. Donahue would serve as Chairman of the
resulting company, Mr. Forsee would be its CEO, Mr. Lauer would be its
chief operating officer and Mr. Saleh would be its chief financial
officer. In addition, Nextel indicated its agreement that the CDMA
EV-DO network would be the technology of choice for the resulting
company. There was no single meeting at which these and other issues
were definitively resolved; rather, these issues and other
merger-related issues (such as the resulting company?s name, how the
merger would be structured and where the resulting company would be
incorporated) were resolved in a series of substantially continuous
discussions and negotiations in November and early December.
Mr. Forsee updated the Sprint board of directors on the status of the
discussions on November 14 and again on November 23, and the Sprint
board authorized management to continue to pursue the discussions. Mr.
Donahue and Nextel?s senior management reviewed the status of
discussions with the Nextel board on November 22. On November 24,
representatives of each of Sprint and Nextel and the respective
financial advisors to Sprint and Nextel held an organizational meeting
to discuss the process for due diligence and negotiation of a
definitive agreement. The Nextel board received an update on the
status of discussions on November 26.
On November 28, Nextel?s legal advisors, Jones Day and Paul, Weiss,
Rifkind, Wharton & Garrison LLP, provided Sprint?s outside legal
advisors, Cravath, Swaine & Moore LLP and King & Spalding LLP, with a
draft merger agreement. Beginning on November 29 and continuing
through December 2, representatives of Sprint and Nextel and their
respective legal and financial advisors attended management
presentations and conducted due diligence relating to Sprint?s and
Nextel?s respective businesses and reviewed possible synergies of the
possible transaction in Washington, D.C. On December 3, Mr. Betts,
Steve Nielsen, Sprint?s Senior Vice President-Finance, Charles R.
Wunsch, Sprint?s Vice President Law-Corporate Transactions and
representatives of Sprint?s financial advisors met with Messrs. Saleh,
Montagner and Begeman and representatives of Nextel?s financial
advisors in New York to negotiate certain of the key transaction
points, including whether the equalizing cash payment to Nextel
stockholders designed to permit tax-free treatment of the contemplated
spin-off would be fixed or would float with stock market prices and
the general parameters for the resulting company?s contemplated
spin-off of its local telecommunications business, and to review a
number of key due diligence matters. Also on that day, Nextel?s
management reviewed the possible transaction and status of discussions
with the Nextel board of directors.
On December 5, the Sprint board of directors reviewed the possible
business combination. Senior members of Sprint management and Sprint?s
financial and outside legal advisors made presentations to the Sprint
board regarding Nextel?s business, the current state and expected
development of the wireless telecommunications industry, the strategic
rationale for the possible merger, other strategic alternatives and
the possible structure, terms and conditions of the merger. Outside
legal advisors also reviewed certain legal matters, including a
detailed review of the terms of the merger agreement and the structure
of the potential spin-off of the resulting company?s local
telecommunications business. Following these presentations and
discussions, the Sprint board authorized management to continue to
pursue the possible merger.
On December 12, the Nextel board of directors reviewed the possible
merger. At the meeting, the Nextel board received an extensive
presentation from Nextel?s senior management regarding the terms of
the possible transaction, Sprint?s and Nextel?s respective standalone
prospects, the strategic rationale and potential benefits of a merger
and potential synergies that could be realized in a merger and the
results of Nextel?s and its independent registered public accounting
firm?s due diligence reviews relating to Sprint. A representative of
Jones Day reviewed the directors? fiduciary obligations in considering
a transaction of this type and the status of discussions relating to
the merger agreement. A representative of Paul, Weiss, Rifkind,
Wharton & Garrison LLP also reviewed various issues, including tax
issues and approvals required in a possible merger. Representatives of
Goldman Sachs, JPMorgan and Lazard reviewed in detail such firms?
financial analyses of the possible merger. Finally, Nextel?s legal
advisors reviewed the various aspects of the possible transaction in
which Nextel officers or directors might be said to have interests
that were separate from or in addition to the interests of Nextel
stockholders generally, which matters are described under ??Interests
of Sprint and Nextel Directors and Executive Officers in the Merger?
beginning on page 66.
On December 13 and continuing on December 14, the Sprint board of
directors reviewed the terms and conditions of the possible merger. At
the meeting, the Sprint board received detailed presentations from
members of management with respect to, among other things, the
strategic rationale for the possible merger, valuation analyses, the
potential spin-off of the local telecommunications business and an
analysis of possible synergies. The Sprint Audit Committee also
received a comprehensive due diligence report from Sprint?s accounting
advisors. Representatives of Lehman Brothers and Citigroup reviewed
their financial analyses of the proposed merger. Sprint?s outside
legal advisors then reviewed certain legal matters, including a
further detailed review of the terms of the merger agreement and a
discussion of the Sprint board?s fiduciary duties and other aspects of
applicable law.
On December 14, the Sprint and Nextel management teams, together with
their advisors, met to negotiate and finalize the terms and conditions
of the merger. The most significant unresolved issue at that time was
the potential size of the equalizing cash payment to Nextel
stockholders and how it would be determined. Nextel initially proposed
that there should be no limit on the aggregate size of the cash
payment, but ultimately agreed to a maximum of $2.8 billion in
response to Sprint?s concerns that, while the resulting company was
expected to have very substantial financial resources, the failure to
cap the potential payment might be viewed negatively by the resulting
company?s creditors and investors. Nextel?s agreement to be subject to
the $2.8 billion cap was based on the benefits of the overall
transaction and on a review of the then outstanding common stock,
options and derivative securities of the two companies and the
likelihood that the cap would not be reached.
During this period, representatives of the parties also discussed
possible changes in the employment contracts between Sprint and Mr.
Forsee and Nextel and Mr. Donahue to reflect their anticipated roles
with Sprint Nextel. On December 14, the parties concluded that
substantial changes should be deferred so that they could be
independently reviewed by the companies? compensation committees. On
December 15, Mr. Donahue did agree to waive for six months after the
merger his right to terminate employment and receive change-of-control
severance benefits by reason of the fact that he would not be CEO of
the resulting company and Mr. Forsee agreed, among other things, that
the merger would not constitute a change of control under his
employment agreement and that the fact that he would not be Chairman
of the Sprint Nextel board and would perform services at the Reston,
Virginia location would not entitle him to terminate employment and
receive severance benefits. See ??Interests of Sprint and Nextel
Directors and Executive Officers in the Merger?Interests of Nextel
Directors and Executive Officers in the Merger? on page 70 and
??Interests of Sprint and Nextel Directors and Executive Officers in
the Merger?Interests of Sprint Directors and Executive Officers in the
Merger? on page 67 for a discussion of these December 15 agreements.
In the evening of December 14, the Sprint board of directors reviewed
the final terms and conditions of the merger and the merger agreement
with Sprint management and its outside legal and financial advisors.
At the meeting, the Sprint board received the oral opinion of each of
Lehman Brothers and Citigroup (each subsequently confirmed in writing)
that, as of December 15, 2004 and based upon and subject to the
factors and assumptions
During the week of December 6 through December 12, representatives of
Sprint and Nextel and their respective outside legal advisors held
meetings in New York to discuss the draft merger agreement and various
other legal, regulatory and tax-related issues, including the
potential spin-off of the local telecommunications business. In
addition, representatives of Sprint and Nextel and their financial
advisors held further due diligence meetings to discuss and review
Sprint?s and Nextel?s businesses and to review updated synergy
analyses. In these discussions, representatives of the parties
ultimately agreed on the broad parameters relating to the financial
characteristics of the resulting company?s local telecommunications
business if it were to be spun off (discussed in ?Contemplated
Spin-Off of Local Telecommunications Business? on page 97 of this
joint proxy statement/prospectus), as well as the specific terms of
the merger agreement, such as the covenants relating to pursuit of an
alternative transaction, the termination rights and the $1.0 billion
break-up fee, which were generally determined by what the parties?
believed to be customary practice for transactions of this type.
On December 12, the Nextel board of directors reviewed the possible
merger. At the meeting, the Nextel board received an extensive
presentation from Nextel?s senior management regarding the terms of
the possible transaction, Sprint?s and Nextel?s respective standalone
prospects, the strategic rationale and potential benefits of a merger
and potential synergies that could be realized in a merger and the
results of Nextel?s and its independent registered public accounting
firm?s due diligence reviews relating to Sprint. A representative of
Jones Day reviewed the directors? fiduciary obligations in considering
a transaction of this type and the status of discussions relating to
the merger agreement. A representative of Paul, Weiss, Rifkind,
Wharton & Garrison LLP also reviewed various issues, including tax
issues and approvals required in a possible merger. Representatives of
Goldman Sachs, JPMorgan and Lazard reviewed in detail such firms?
financial analyses of the possible merger. Finally, Nextel?s legal
advisors reviewed the various aspects of the possible transaction in
which Nextel officers or directors might be said to have interests
that were separate from or in addition to the interests of Nextel
stockholders generally, which matters are described under ??Interests
of Sprint and Nextel Directors and Executive Officers in the Merger?
beginning on page 66.
On December 13 and continuing on December 14, the Sprint board of
directors reviewed the terms and conditions of the possible merger. At
the meeting, the Sprint board received detailed presentations from
members of management with respect to, among other things, the
strategic rationale for the possible merger, valuation analyses, the
potential spin-off of the local telecommunications business and an
analysis of possible synergies. The Sprint Audit Committee also
received a comprehensive due diligence report from Sprint?s accounting
advisors. Representatives of Lehman Brothers and Citigroup reviewed
their financial analyses of the proposed merger. Sprint?s outside
legal advisors then reviewed certain legal matters, including a
further detailed review of the terms of the merger agreement and a
discussion of the Sprint board?s fiduciary duties and other aspects of
applicable law.
On December 14, the Sprint and Nextel management teams, together with
their advisors, met to negotiate and finalize the terms and conditions
of the merger. The most significant unresolved issue at that time was
the potential size of the equalizing cash payment to Nextel
stockholders and how it would be determined. Nextel initially proposed
that there should be no limit on the aggregate size of the cash
payment, but ultimately agreed to a maximum of $2.8 billion in
response to Sprint?s concerns that, while the resulting company was
expected to have very substantial financial resources, the failure to
cap the potential payment might be viewed negatively by the resulting
company?s creditors and investors. Nextel?s agreement to be subject to
the $2.8 billion cap was based on the benefits of the overall
transaction and on a review of the then outstanding common stock,
options and derivative securities of the two companies and the
likelihood that the cap would not be reached.
During this period, representatives of the parties also discussed
possible changes in the employment contracts between Sprint and Mr.
Forsee and Nextel and Mr. Donahue to reflect their anticipated roles
with Sprint Nextel. On December 14, the parties concluded that
substantial changes should be deferred so that they could be
independently reviewed by the companies? compensation committees. On
December 15, Mr. Donahue did agree to waive for six months after the
merger his right to terminate employment and receive change-of-control
severance benefits by reason of the fact that he would not be CEO of
the resulting company and Mr. Forsee agreed, among other things, that
the merger would not constitute a change of control under his
employment agreement and that the fact that he would not be Chairman
of the Sprint Nextel board and would perform services at the Reston,
Virginia location would not entitle him to terminate employment and
receive severance benefits. See ??Interests of Sprint and Nextel
Directors and Executive Officers in the Merger?Interests of Nextel
Directors and Executive Officers in the Merger? on page 70 and
??Interests of Sprint and Nextel Directors and Executive Officers in
the Merger?Interests of Sprint Directors and Executive Officers in the
Merger? on page 67 for a discussion of these December 15 agreements.
In the evening of December 14, the Sprint board of directors reviewed
the final terms and conditions of the merger and the merger agreement
with Sprint management and its outside legal and financial advisors.
At the meeting, the Sprint board received the oral opinion of each of
Lehman Brothers and Citigroup (each subsequently confirmed in writing)
that, as of December 15, 2004 and based upon and subject to the
factors and assumptions set forth in their written opinions, the
merger consideration to be paid by Sprint to the holders of Nextel
class A and class B common stock in the merger was fair, from a
financial point of view, to Sprint. See ??Opinions of Financial
Advisors to the Sprint Board of Directors? beginning on page 48.
Following further discussion, the Sprint board unanimously determined
that the merger was in the best interests of Sprint and its
stockholders, approved the merger and the merger agreement, adopted
the amended and restated articles of incorporation and resolved to
declare their advisability and recommend that Sprint stockholders vote
to adopt them and approve the issuance of Sprint stock in the merger.
During the evening of December 14, the Nextel board of directors also
reviewed the final terms of the merger agreement. Representatives of
each of Nextel?s legal and financial advisors participated in the
meeting. Representatives of Nextel?s senior management reviewed the
terms of the merger agreement with the Nextel board and recommended
that the Nextel board approve the merger. The Nextel board received
the oral opinions of each of Goldman Sachs, JPMorgan and Lazard (each
subsequently confirmed in writing) that, as of December 15, 2004, the
merger consideration to be paid to holders of Nextel class A common
stock in the merger, as stated in the merger agreement without taking
into account any adjustments to the stock and cash allocation or
limitation on total cash, was fair, from a financial point of view, to
such holders. See ??Opinions of Financial Advisors to the Nextel Board
of Directors? beginning on page 57. Following further discussion, the
Nextel board, among other things, unanimously approved the merger
agreement, declared the merger advisable and in the best interests of
Nextel and its stockholders and resolved to recommend that Nextel
stockholders vote to adopt the merger agreement.
The merger agreement was signed by the parties early in the morning of
December 15, and, before the commencement of trading on the NYSE and
Nasdaq, Sprint and Nextel issued a joint press release announcing the
execution of the merger agreement.
While the parties? discussions were predicated on a merger of equals
as a guiding principle, the two companies? share prices fluctuated
during their negotiations. For example, the reporting closing sales
price for Sprint common stock on November 9, the date representatives
of Sprint and Nextel met and determined to resume discussions
regarding a business combination, was $21.99 per share; the closing
sales price for Nextel Class A Common Stock that day was $27.78. The
implied exchange ratio based on these prices was 1.26:1. The reported
closing sales price for Sprint common stock on December 8, the last
trading day before news reports of the proposed merger, was $22.50 per
share; the closing sales price for Nextel class A common stock that
day way $27.97 per share. The implied exchange ratio based on these
prices was 1.24:1. Finally, the reported closing sales price for
Sprint common stock on December 14, the day before the merger
agreement was signed, was $25.10 per share; the closing sales price
for Nextel class A common stock that day was $29.99 per share. The
implied exchange ratio based on these prices was 1.19:1. See
??Opinions of Financial Advisors to the Sprint Board of
Directors?Financial Analysis of Sprint?s Financial Advisors?Historical
Stock Trading Analysis? and ??Opinions of Financial Advisors to the
Nextel Board of Directors?Financial Analysis of Nextel?s Financial
Advisors?Historical Stock Trading Analysis? beginning on pages 54 and
61, respectively.
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