Alltel announces details for completion of wireline spin, merger with VALOR Communications

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Jun 29, 2006

Alltel announces details for completion of wireline spin, merger with VALOR Communications

LITTLE ROCK, Ark. - Alltel today announced that it expects to close the spin-off of its wireline business and merge that business into VALOR Communications Group Inc. on July 17, 2006. The spin-off and merger with VALOR will create a new wireline company, named Windstream Corp., that will be based in Little Rock, with Alltel shareholders owning 85 percent of the combined entity. Windstream's common stock will trade on the New York Stock Exchange under the symbol WIN.


On July 17, 2006, VALOR Communications will issue approximately 403 million shares of common stock pro rata to the shareholders of Alltel. Alltel shareholders as of July 12, 2006, the record date for the distribution of VALOR shares, will continue to own 1 share of the remaining wireless entity and will receive approximately 1.04 shares of VALOR stock for each share of Alltel they own. Any Alltel shareholder entitled to receive a fractional share will instead receive a cash payment.


Because of the nature of the transaction, those who sell Alltel common stock on or before the closing date also will be selling their entitlement to receive shares of VALOR common stock in the spin-off and merger. Alltel shareholders are encouraged to consult with their financial advisors regarding the specific implications of selling Alltel common stock on or prior to the closing date.


No action is required by Alltel shareholders to receive their VALOR common stock. The spin-off and merger will be tax-free to Alltel and its shareholders, except in respect of cash received in lieu of fractional shares.


Details of the spin-off and merger may be found in the information statement dated May 26, 2006, which was mailed to Alltel shareholders. The statement also is on file with the U.S. Securities and Exchange Commission and is available at the commission's www.sec.gov website.


Alltel is a customer-focused communications company with more than 15 million customers in 37 states and nearly $10 billion in annual revenues.


Alltel claims the protection of the safe-harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to uncertainties that could cause actual future events and results to differ materially from those expressed in the forward-looking statements. These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events and results. Actual future events and results may differ materially from those expressed in these forward-looking statements as a result of a number of important factors. Representative examples of these factors include (without limitation) adverse changes in economic conditions in the markets served by Alltel; the extent, timing, and overall effects of competition in the communications business; material changes in the communications industry generally that could adversely affect vendor relationships with equipment and network suppliers and customer relationships with wholesale customers; changes in communications technology; the risks associated with pending acquisitions and dispositions, including the pending acquisition of Midwest Wireless and the pending disposition of the wireline business; the risks associated with the integration of acquired businesses; adverse changes in the terms and conditions of the wireless roaming agreements of Alltel; the potential for adverse changes in the ratings given to Alltel's debt securities by nationally accredited ratings organizations; the availability and cost of financing in the corporate credit and debt markets necessary to consummate the disposition of the wireline business; the uncertainties related to Alltel's strategic investments; the effects of litigation; and the effects of federal and state legislation, rules, and regulations governing the communications industry. In addition to these factors, actual future performance, outcomes, and results may differ materially because of more general factors including (without limitation) general industry and market conditions and growth rates, economic conditions, and governmental and public policy changes.


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