The following communication was circulated to DIRECTV’s sales center team:
Dear Sales Center Team,
As you are aware, DIRECTV has entered into a definitive agreement with AT&T to acquire our company. AT&T has made this strategic decision because they recognize that we are the premier video provider with the best customer experience and a world-class team. In fact, the strong performance of our Sales Center partners was one of the reasons AT&T was attracted to combine with our company.
Each and every day, we work together to deliver the world’s best video entertainment experience, anytime, anywhere on practically any device. Joining forces with AT&T will combine our premier video service with the best nationwide mobile network and high-speed broadband in what will be 70 million homes. This powerful combination will enable us to bring exciting new products and services to consumers – which will in turn provide many growth opportunities for our company and our Sales Center partners.
For consumers, this transaction will deliver a new competitive alternative to the cable bundle – with a far better customer experience. It also extends our premier video service to nearly 100 million AT&T wireless subscribers and enables us to bring new innovation to market including a wide array of video, mobile and broadband services.
For our Sales Center partners, this will mean more opportunities to sell and bundle new products to our premier video service. You will benefit from a relationship with a stronger, more competitive company that’s able to execute our shared objectives, reaching more consumers on a larger scale and strengthened platform.
Next Steps
We expect the transaction to close within approximately 12 months, following customary review and closing conditions. Until the transaction closes, DIRECTV and AT&T remain separate companies. This announcement will have no immediate impact to operations or our relationship – it’s business as usual. We continue to be a results-focused organization and performance is critical.
Our success comes from having the best Sales Center partnerships in the industry. All of our hard work over the years has made this possible, and we can all be very proud of what we’ve accomplished together.
Cautionary Language Concerning Forward-Looking Statements
Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed merger between DIRECTV and AT&T, constitute forward-looking statements within the meaning of the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These estimates and statements are subject to risks and uncertainties, and actual results might differ materially. Such estimates and statements include, but are not limited to, statements about the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of DIRECTV and AT&T and are subject to significant risks and uncertainties outside of our control.
Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (2) the risk that DIRECTV stockholders may not adopt the merger agreement, (3) the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated, (4) risks that any of the closing conditions to the proposed merger may not be satisfied in a timely manner, (5) risks related to disruption of management time from ongoing business operations due to the proposed merger, (6) failure to realize the benefits expected from the proposed merger and (7) the effect of the announcement of the proposed merger on the ability of DIRECTV and AT&T to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally. Discussions of additional risks and uncertainties are contained in DIRECTV’s and AT&T’s filings with the Securities and Exchange Commission. Neither DIRECTV nor AT&T is under any obligation, and each expressly disclaim any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this announcement are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed merger between DIRECTV and AT&T. In connection with the proposed merger, AT&T intends to file a registration statement on Form S-4, containing a proxy statement/prospectus with the Securities and Exchange Commission (“SEC”). STOCKHOLDERS OF DIRECTV ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders will be able to obtain copies of the proxy statement/prospectus as well as other filings containing information about DIRECTV and AT&T, without charge, at the SEC’s website, http://www.sec.gov. Copies of documents filed with the SEC by DIRECTV will be made available free of charge on DIRECTV’s website at http://www.directv.com. Copies of documents filed with the SEC by AT&T will be made available free of charge on AT&T’s website at http://www.att.com.
Participants in Solicitation
DIRECTV and its directors and executive officers, and AT&T and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of DIRECTV common stock in respect of the proposed merger. Information about the directors and executive officers of DIRECTV is set forth in the proxy statement for DIRECTV’s 2014 Annual Meeting of Stockholders, which was filed with the SEC on March 20, 2014. Information about the directors and executive officers of AT&T is set forth in the proxy statement for AT&T’s 2014 Annual Meeting of Stockholders, which was filed with the SEC on March 11, 2014. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement/prospectus regarding the proposed merger when it becomes available.