EXHIBIT 99.1
[FOR IMMEDIATE RELEASE]
Crown Castle and France Telecom Agree on Plan for France Telecom
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to Sell Its Interest in Crown Castle
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MAY 10, 2000 - HOUSTON, TEXAS and PARIS, FRANCE - Crown Castle
International Corp. (NASDAQ: TWRS) ("Crown Castle") and France Telecom announced
today that, in connection with France Telecom's pending equity investment in NTL
Incorporated, France Telecom has entered into undertakings with the Office of
Fair Trading in the United Kingdom to sell all of its interest in Crown Castle
and relinquish its governance rights in Crown Castle, and the Secretary of State
for Trade and Industry has announced today that it has accepted those
undertakings. France Telecom currently holds approximately 42.7 million shares
of Crown Castle common stock (assuming the conversion or exercise of all Crown
Castle securities held by France Telecom, including the exchange of shares and
warrants in Crown Castle's UK subsidiary ("CCUK") held by France Telecom),
representing approximately 20% of Crown Castle's equity on a fully diluted
basis. France Telecom also has significant governance rights in both Crown
Castle and CCUK as the holder of Crown Castle Class A Common Stock and under a
governance agreement and shareholder agreements with Crown Castle, CCUK and
others, including the right to elect two members to Crown Castle's board of
directors and veto rights with respect to certain material transactions by Crown
Castle.
In connection with the undertakings, Crown Castle and France Telecom
have agreed on a joint approach to the orderly disposition of France Telecom's
interest in Crown Castle. Under this approach, it is contemplated that France
Telecom will sell approximately 22.0 million shares of Crown Castle common stock
in an underwritten, registered public offering. Crown Castle may also offer to
the public up to 3.5 million shares of common stock in connection with such
underwritten offering. When the offering is consummated, France Telecom will
relinquish its remaining governance rights under the governance agreement and
the shareholder agreements. Crown Castle and France Telecom currently expect to
proceed with the offering as soon as reasonably practicable.
In accordance with the joint approach, all of France Telecom's
remaining interests in Crown Castle following the offering will be converted
into Crown Castle common stock and France Telecom will sell its remaining
interests in Crown Castle to one or more financial institutions, who will be
required to agree to hold these shares (expected to be up to approximately 20
million shares of common stock) for a one year lock-up period. The financial
institutions will be required to vote their shares on any matter submitted to
Crown Castle's shareholders in the same proportion as the votes cast with
respect to all other outstanding shares of Crown Castle common stock. After the
lock-up period, the financial institutions will have the right to sell the
remaining shares, including in a registered offering. After two years, Crown
Castle will have the right to require the financial institutions to sell the
remaining shares.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY
SECURITIES FOR SALE. A REGISTRATION STATEMENT RELATING TO
THE FOREGOING HAS NOT YET BEEN FILED. ANY OFFER, IF AT ALL,
WILL BE MADE ONLY BY MEANS OF A PROSPECTUS FORMING A PART
OF SUCH REGISTRATION STATEMENT WHEN FILED.
This press release contains forward-looking statements and information that are
based on management's belief as well as assumptions made by and information
currently available to management. Although Crown Castle believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been correct. Such
statements are subject to certain risks, uncertainties and assumptions. Should
one or more of these risks materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those expected. More
information about potential factors, which could affect the company's financial
results, is included in the Risk Factors sections of the company's filings with
the Securities and Exchange Commission. The company assumes no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
Crown Castle Contacts:
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X. Xxxxxxxx Xxxxxxxx, CFO
Crown Castle International
713-570-3000
Xxx Xxxxxxx, Xxxxxxxx I.R.
xxxxxxxx@xxxxxxxx.xxx
713-529-6600
France Telecom Contacts:
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Xxxxx Xxxxxxxx, Press office
xxxxx.xxxxxxxx@xxxxxxxxxxxxx.xx
x00 0 00 00 00 00
Xxxx-Xxxxxx Xxxxxxxx, Investor Relations
xxxxxxx.xxxxxxxx@xxxxxxxxxxxxx.xx
x00 0 00 00 00 00
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