AT&T to Acquire Dobson Communications, Expand Wireless Coverage

Jun 29, 2007, 01:00 ET from AT&T Inc.

    SAN ANTONIO, June 29 /PRNewswire-FirstCall/ -- Underscoring its
 interest in serving the rural market, AT&T Inc. (NYSE:   T) announced today
 that it will acquire Dobson Communications Corporation (Nasdaq:   DCEL), a
 provider of rural and suburban wireless communications services, for
 approximately $2.8 billion in cash.
     The transaction will enhance AT&T's wireless network coverage in the
 United States by combining the two companies' complementary networks.
 Dobson, which markets wireless service under the Cellular One brand, has
 provided roaming service to AT&T and predecessor companies since 1990. This
 combination will allow AT&T to deliver a better customer experience to its
 wireless customers, including Dobson's 1.7 million subscribers.
     "AT&T is focused on mobility, which includes offering our customers in
 markets large and small the best and broadest wireless network," said
 Randall L. Stephenson, chairman and CEO of AT&T. "The rural market is
 attractive to us, and the addition of Dobson to our wireless family will
 expand our network coverage and better allow the customers of both
 companies to be connected whenever, wherever and however they want.
     "The combination of our two companies also will create value for AT&T's
 stockholders," Stephenson added. "Our wireless business is a significant
 and growing revenue generator and is critical to our future. This
 combination brings two key assets -- Dobson's 1.7 million customers and its
 strong, compatible network -- to AT&T, delivering both growth and cost
 savings opportunities."
     "This transaction reflects the natural evolution of the wireless
 industry. With Dobson's network reaching nearly 13 million consumers in 17
 states, the acquisition will expand AT&T's reach in rural and suburban
 markets," said Everett Dobson, chairman of Dobson Communications. "Dobson
 is proud of the role we have played in bringing wireless service to rural
 customers, but we also take pride that these operations will become part of
 a company with the resources and potential of AT&T. Our customers will gain
 access to the wide range of innovative products and services AT&T offers,
 such as the revolutionary iPhone, to which they would not have access
 without this merger."
     Following the acquisition, Dobson will be incorporated into AT&T's
 wireless operations, which are led by Stan Sigman, president and chief
 executive officer AT&T Mobility.
     "This acquisition is an excellent fit for AT&T," said Sigman. "We've
 worked with Dobson for years. It's a good company, with great people, the
 same GSM/EDGE technology and coverage that dovetails almost perfectly with
 our own. We welcome the opportunity to serve Dobson's customers and look
 forward to a smooth transition thanks to Dobson's strong leadership and
 employee team."
     Enhanced Network Coverage and Service
     This acquisition demonstrates AT&T's commitment to providing reliable,
 high-quality wireless service to its customers across the United States.
     Dobson's network covers rural and suburban areas in Alaska, Arizona,
 Illinois, Kansas, Kentucky, Maryland, Michigan, Minnesota, Missouri, New
 York, Ohio, Oklahoma, Pennsylvania, Texas, Virginia, West Virginia and
 Wisconsin. Because Dobson's network overlaps minimally with AT&T's, the
 acquisition will expand geographic coverage for both companies' customers.
 Additionally, Dobson's 850 MHz spectrum will enhance AT&T's service quality
 in those rural and suburban markets.
     Dobson customers will have access to the largest digital voice and data
 wireless network in the United States, AT&T's fully-integrated GSM network,
 which covers 284 million people in 13,000 cities and towns. In addition,
 Dobson customers will have access to AT&T's high-quality service platforms
 and wide range of compelling, innovative products and services for which
 AT&T is known. AT&T is the sole carrier for the Apple iPhone and offers the
 most comprehensive mobile music subscription service offered by a U.S.
 wireless service provider.
     The two companies expect to provide a smooth, well-executed integration
 to their customers given their long-standing relationship as roaming
     Synergy Opportunities
     Under terms of the agreement, approved by the boards of directors of
 both companies, Dobson stockholders will receive $13.00 per share for a
 total equity price of $2.8 billion on a fully-diluted basis. Including net
 debt as of the first quarter of 2007, the total transaction value is
 approximately $5.1 billion. The $13.00 price per share represents a 16.9
 percent premium over the closing price of $11.12 on Thursday, June 28,
 2007. The majority stockholder in Dobson Communications has consented to
 the terms of the agreement.
     AT&T expects the proposed transaction to benefit stockholders by
 enhancing AT&T's ability to provide the high-quality services customers
 expect in the highly competitive wireless segment. AT&T expects to realize
 significant annual savings in reduced roaming expenses. The transaction
 also offers numerous synergy opportunities in areas including overhead and
 operations. AT&T expects the net present value of these potential synergies
 to be approximately $2.5 billion. The addition of Dobson is also expected
 to offer additional growth opportunities.
     AT&T expects year-one dilution to earnings per share from this
 transaction to be minimal -- between $0.03 and $0.04 on a reported basis --
 and that the transaction will have a positive and growing impact on EPS and
 free cash flow starting in the second year after the acquisition closes.
 AT&T's financial outlook remains unchanged, with expected double-digit
 adjusted EPS growth in both 2007 and 2008. AT&T continues to expect strong
 growth in free cash flow after dividends -- $4 to $5 billion in 2007 and
 growing to more than $6 billion in 2008.
     Because of the expected minimal effect on AT&T's earnings, AT&T does
 not plan to provide separate adjustments for the merger-related costs of
 this transaction in its quarterly results.
     The acquisition is subject to regulatory approval. Due to the limited
 overlap of the two companies and the existence of substantial competition
 in each area where overlaps exist, the company's goal is to obtain
 approvals by the end of this year.
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     About Dobson Communications Corporation
     Dobson Communications is the third largest provider of GSM wireless
 services in the United States. For additional information on the Company
 and its operations, please visit its web site at"
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