AT&T to Acquire Straight Path Communications in All Stock Deal

Today, Straight Path Communications Inc.  and AT&T announced the signing of a definitive merger agreement under which AT&T is to acquire Straight Path for $95.63 per share in an all-stock merger intended to qualify as a tax-free reorganization. Straight Path is one of the largest holders of 28 GHz and 39 GHz millimeter wave spectrum. The transaction, which was approved by the Board of Directors of both companies, brings Straight Path’s previously announced strategic alternatives process to a conclusion and maximizes Straight Path shareholder value.

Today, Straight Path Communications Inc.  and AT&T announced the signing of a definitive merger agreement under which AT&T is to acquire Straight Path for $95.63 per share in an all-stock merger intended to qualify as a tax-free reorganization. Straight Path is one of the largest holders of 28 GHz and 39 GHz millimeter wave spectrum. The transaction, which was approved by the Board of Directors of both companies, brings Straight Path’s previously announced strategic alternatives process to a conclusion and maximizes Straight Path shareholder value. The transaction has a total value of $1.6 billion which includes liabilities and amounts to be remitted to the FCC per the terms of Straight Path’s January 2017 consent decree. Straight Path shareholders will receive $1.25 billion, or $95.63 per share, which will be paid using AT&T stock.

“The merger of AT&T and Straight Path Communications marks a vital point for us. Importantly, this merger provides Straight Path shareholders with a compelling return since Straight Path’s spin-off to become an independent public company in 2013, with an initial price per share of $6.40 on July 31, 2013.”

Key strategic benefits of the transaction:

The acquisition of Straight Path for $95.63 per share in AT&T stock, implies a premium of 204% to the closing price of STRP common stock of $31.41 on January 11, 2017, the day before Straight Path announced its FCC settlement and strategic alternatives process, and 162% premium to the closing stock price of $36.48 on April 7, 2017. Stock consideration received by Straight Path shareholders will be based on a variable number of AT&T common stock issued at transaction close to ensure fixed consideration of $95.63 per share. The companies anticipate a closing within 12 months, subject to FCC review. The transaction is supported by Straight Path’s majority shareholder, Howard Jonas, who has entered into a voting agreement with AT&T and agreed to vote his Class A shares (held through a trust) in support of the transaction, subject to certain limitations.

Evercore served as exclusive financial advisor to Straight Path and Weil, Gotshal & Manges LLP served as company counsel on this transaction.

Straight Path Communications CEO Davidi Jonas commented:

“The merger of AT&T and Straight Path Communications marks a vital point for us. Importantly, this merger provides Straight Path shareholders with a compelling return since Straight Path’s spin-off to become an independent public company in 2013, with an initial price per share of $6.40 on July 31, 2013.”

About Straight Path Communications Inc.

Straight Path  holds an extensive portfolio of 39 GHz and 28 GHz wireless spectrum licenses. Straight Path is developing next generation wireless technology through its Straight Path Ventures subsidiary. Straight Path holds licenses and conducts other business related to certain patents through its Straight Path IP Group subsidiary. Additional information is available on Straight Path’s websites. Corporate: www.straightpath.com. Spectrum: www.straightpath39.com.

Important Additional Information Will Be Filed With the SEC

Straight Path plans to file with the SEC and mail to its stockholders a Proxy Statement/Prospectus in connection with the proposed transaction. THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT AT&T, STRAIGHT PATH, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE. Investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus and the other documents filed with the SEC by AT&T and Straight Path through the web site maintained by the SEC at www.sec.gov.