30.08.2006 10:00:00
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First Avenue Networks Completes Merger, Changes Name to FiberTower Corporation; Company Announces Senior Management Team and Board of Directors
On May 15, 2006, the Company and old FiberTower entered into amerger agreement to combine the two companies in an all-stocktransaction. Pursuant to the terms of the merger agreement, holders ofshares of old FiberTower capital stock will receive 0.3040542 sharesof the Company's common stock for each share of old FiberTower capitalstock. The Company will issue approximately 73.9 million shares andassume approximately 4.2 million stock options in connection with themerger.
The Company's senior leadership team includes: Michael Gallagher,president and CEO; Thomas Scott, senior vice president and CFO; EricBotto, senior vice president, technology; David Leeds, senior vicepresident, sales; Harpinder Singh Madan, senior vice president,marketing; Ravi Potharlanka, senior vice president, operations; andFerdi Schell, senior vice president, systems.
The Company's new board of directors is comprised ofrepresentatives from both First Avenue's and old FiberTower's formerboards as well as representatives from the wireless industry. JohnBeletec has been appointed executive chairman of the board. Otherboard members include: Mike Gallagher, CEO, FiberTower Corporation;Bandel Carano, general partner, Oak Investment Partners; Randall A.Hack, board member, Crown Castle International Corporation; JohnKelly, CEO, Crown Castle International Corporation; John Muleta,president and CEO, M2Z Networks; Darryl Schall, Tudor InvestmentCorporation; Steven Scheiwe, president, Ontrac Advisors, Inc.; andNeil Subin, managing director and president, Trendex CapitalManagement.
About FiberTower Corporation
FiberTower (NASDAQ:FTWR) is a backhaul and access providerfocusing on carrier, enterprise and government markets. With itsnationwide spectrum footprint in 24 GHz and 39 GHz bands,carrier-class networks in 14 major markets, and customer commitmentsfrom the top 5 wireless carriers in the US, FiberTower is the leadingalternative carrier in the burgeoning backhaul space. FiberTower alsodelivers high capacity transport and access solutions that are highlyreliable, scalable and cost-effective, satisfying the ever increasingdemand for mission and business critical connectivity. For moreinformation, please visit us at www.fibertower.com
Forward Looking Statements
Statements included in this news release which are not historicalin nature are "forward-looking statements" within the meaning ofSection 21E of the U.S. Securities Exchange Act of 1934 and the U.S.Private Securities Litigation Reform Act of 1995. Forward lookingstatements relate to expectations, beliefs, projections, future plansand strategies, anticipated events or trends and similar expressionsconcerning matters that are not historical facts. These include,without limitation, statements regarding expected benefits and valueof the merger, increased demand for the services, strategy, forecastsof revenues, earnings estimates, statements regarding contracts, workor revenue opportunities that may be secured in the future, andrelated information, all of which are based on current factualinformation and certain assumptions about future events whichmanagement believes to be reasonable at this time. There are manyrisks, uncertainties and other factors that can prevent theachievement of goals or cause results to differ materially from thoseexpressed or implied by these forward-looking statements including,without limitation, anticipated synergies from the merger not beingachieved, inherent risks of integrating two companies, changes indemand for services from external factors including general economicconditions or changes in wireless demand or technology affectingnetwork expansion strategies at and financing opportunities forwireless carriers and other customers, delays in the award of newwork, the termination or reduction of existing projects due to changesin the financial condition or business strategies of the wirelesscarriers and other customers, dependence on hiring and retainingprofessional staff and key personnel, fluctuations in quarterlyresults from a variety of internal and external factors includingchanges in the estimates with respect to the completion of fixed-pricecontracts, lengthy sales cycles especially with respect to largercontracts that may account for a significant portion of theanticipated revenues, intense competition in the marketplaceespecially from competitors with greater financial resources andfinancing capabilities, and those risk factors described in theCompany's filings with the Securities and Exchange Commission,including its most recent Annual Report on Form 10-K and QuarterlyReports on Form 10-Q
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