Filed by AirGate PCS, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12(b) of the Securities Act of 1934
Subject Company: iPCS, Inc.
Commission File No. 333-47682; 333-47688
[AIRGATE PCS LOGO] [iPCS LOGO]
AIRGATE PCS PROXY STATEMENT/PROSPECTUS FOR MERGER WITH iPCS
DECLARED EFFECTIVE
------------------
AirGate Shareholders Meeting Set for November 27
ATLANTA (October 17, 2001) - AirGate PCS, Inc. Nasdaq/NM:PCSA), a Sprint PCS
Network Partner serving the Southeast, today announced that its Proxy
Statement/Prospectus for its proposed merger with iPCS, Inc., a privately held
Sprint PCS Network Partner serving the Midwest, has been declared effective by
the Securities and Exchange Commission. The companies announced the signing of a
definitive agreement on August 28, 2001.
Completion of the merger is subject to shareholder approval by both companies. A
special meeting of AirGate shareholders has been set for November 27, 2001, at
1:00 p.m. local time at the Marriott Marquis, 265 Peachtree Center Avenue,
Atlanta, Georgia. Shareholders of record on October 12, 2001, will be eligible
to vote at the special meeting and will be asked to authorize, approve and adopt
the merger, the merger agreement and the issuance of shares of AirGate common
stock in the merger.
The closing of the merger is subject to other customary conditions, including
consent or approval of Sprint PCS and the lenders under the AirGate and iPCS
credit facilities, all of which have been obtained, and to customary regulatory
approvals. Unless extended, the waiting period under the Hart-Scott-Rodino Act
terminates on November 12, 2001. It is anticipated that the transaction will
close at the end of November 2001.
About iPCS
iPCS, Inc. is a Sprint PCS Network Partner providing Sprint PCS wireless
personal communication services in the midwestern United States. iPCS has the
exclusive right to provide mobile wireless personal communication network
services under the Sprint PCS brand to a total population of more than 7.4
million in 37 markets located in Illinois, Michigan, Iowa and eastern Nebraska.
The Company's territory includes Cedar Rapids, Champaign-Urbana, Grand Rapids,
Peoria, the Quad Cities, Saginaw-Bay City, and Springfield.
iPCS' major shareholders include affiliates of The Blackstone Group LP, which is
a significant shareholder through its Blackstone Communications Partners I and
Blackstone Capital Partners III funds, Geneseo Communications, Inc. and
Cambridge Telcom, Inc.
iPCS' filings with the Securities and Exchange Commission, including its Form
10-Q for the quarter ended June 30, 2001, are available at www.sec.gov.
-MORE-
PCSA Announces Effectiveness of iPCS Merger Proxy; Sets Special Meeting Date
Page 2
October 17, 2001
About AirGate
AirGate PCS, Inc. is the exclusive manager and operator of Sprint PCS products
and services throughout most of the state of South Carolina, including
Charleston, Columbia and Greenville-Spartanburg, parts of North Carolina,
including Asheville, Wilmington and Hickory, and the eastern Georgia cities of
Augusta and Savannah. With a territory that includes more than 7.1 million POPs
covering 62,000 contiguous square miles, AirGate PCS is one of the largest
Sprint PCS affiliates based on the size of the population in its territory. As a
Sprint PCS affiliate, AirGate PCS built its own PCS network to exclusively
provide 100% digital, 100% PCS products and services under the Sprint and Sprint
PCS brand names in its territory.
About Sprint
Sprint is a global communications company serving 23 million business and
residential customers in more than 70 countries. With more than 80,000 employees
worldwide and $23 billion in annual revenues, Sprint is widely recognized for
developing, engineering and deploying state of the art network technologies,
including the United States' first nationwide all-digital, fiber-optic network.
Sprint's award-winning Tier 1 Internet backbone is being extended to key global
markets to provide customers with a broad portfolio of scalable IP products.
Sprint's high-capacity, high-speed network gives customers fast, dependable,
non-stop access to the vast majority of the world's Internet content. Sprint
also operates the largest 100-percent digital, nationwide PCS wireless network
in the United States, already serving the majority of the nation's metropolitan
areas including more than 4,000 cities and communities.
For more information, visit the Sprint PCS web site at http://www.sprintpcs.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Certain statements contained in this news release, such as statements concerning
the anticipated closing date, are forward looking statements made pursuant to
the "safe-harbor" provisions of the Private Securities Litigation Reform Act of
1995. Since these forward looking statements are based on factors that involve
risks and uncertainties, actual results may differ materially from those
expressed or implied by such forward looking statements. Such factors include
the timing of regulatory and shareholder approval. Neither company will
undertake to update or revise any forward-looking statement contained herein.
On January 8, 2001, the SEC declared effective iPCS' registration statement
relating to the resale of up to 300,000 warrants to purchase shares of its
common stock and the offer and sale of 2,982,699 shares of its common stock.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any state. Offers to sell these
securities will be made only by means of a prospectus.
Additional Information
In connection with the proposed merger, AirGate PCS, Inc. has filed with the SEC
a proxy statement/prospectus with the SEC. INVESTORS AND SECURITY HOLDERS ARE
URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
TRANSACTION WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the proxy
-MORE-
PCSA Announces Effectiveness of iPCS Merger Proxy; Sets Special Meeting Date
Page 3
October 17, 2001
statement/prospectus and other documents containing information about AirGate
PCS, Inc. and iPCS, Inc., without charge, at the SEC's web site at www.sec.gov.
Copies of the proxy statement/prospectus and the SEC filings that are
incorporated by reference in the proxy statement/prospectus may also be obtained
for free by directing a request to: Investor Relations, AirGate PCS, Inc., 233
Peachtree St. NE, Harris Tower Suite 1700, Atlanta, Georgia 30303, Phone: 404
525-7272, Fax: 404 525-7922.
In addition, the identity of the persons who, under SEC rules, may be considered
"participants in the solicitation" of AirGate PCS shareholders in connection
with the proposed transaction, and any description of their direct or indirect
interests, by security holdings or otherwise, is available in an SEC filing
under Schedule 14A made by AirGate PCS on December 20, 2000.
This communication is not an offer to purchase shares of iPCS, Inc., nor is it
an offer to sell shares of AirGate PCS, Inc. common stock which may be issued in
any proposed merger with iPCS, Inc. Any issuance of AirGate PCS, Inc. common
stock in any proposed merger with iPCS, Inc. would have to be registered under
the Securities Act of 1933, as amended and such AirGate, PCS, Inc. common stock
would be offered only by means of a prospectus complying with the Act.
Contact Information:
AirGate PCS, Inc. iPCS, Inc.
Alan Catherall Stebbins Chandor
Chief Financial Officer Chief Financial Officer
404-525-7272 847-944-2900
-END-