BOSTON and CARY, N.C. -- American Tower Corporation (NYSE:AMT) and SpectraSite, Inc. (NYSE:SSI) announced today an agreement for American Tower to merge with SpectraSite, in a transaction that would bring together two tower industry leaders with a combined portfolio of over 22,600 communications sites.

Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, American Tower and SpectraSite will merge in a stock for stock exchange, in which shareholders of SpectraSite will receive 3.575 shares of American Tower Class A common stock for each common share of SpectraSite. Based on American Tower's closing stock price on May 3, 2005, this exchange ratio equals $61.53 per share, valuing SpectraSite's equity at approximately $3.1 billion. American Tower expects to issue approximately 181.0 million shares in the transaction. Following the closing, American Tower shareholders would own approximately 59% and SpectraSite shareholders would own approximately 41% of the combined company. The transaction is expected to be tax-free to shareholders of both companies for U.S. federal income tax purposes.

The transaction, which is subject to approval by shareholders of American Tower and SpectraSite, as well as regulatory approvals and other customary closing conditions, is expected to close in the second half of 2005.

"Defining Event"

"This combination is a defining event in the tower industry, creating the clear industry leader," said Jim Taiclet, American Tower's Chairman and Chief Executive Officer. "We believe there is a compelling alignment between the strategies of American Tower and SpectraSite. First, we are both fully focused on the tower leasing business. Second, we are both committed to operational excellence, investing continually in our people, processes and systems. And third, we are both committed to delivering superior returns to shareholders as we generate increasing free cash flow over time. Combining with SpectraSite creates an even stronger company, with expanded revenue, decreased leverage for American Tower, a broader customer base and a more numerous and diverse tower portfolio."

"The combination of SpectraSite and American Tower will ensure our ability to compete successfully in serving the needs of our customers," said Steve Clark, President and Chief Executive Officer of SpectraSite. "We will have more towers in the best markets. Together, we will be the premier tower company in North America."

American Tower Corp.

SpectraSite Inc.