FiberTower, First Avenue MergeFiberTower, First Avenue Merge

FiberTower and First Avenue Networks agree to merge in an all-stock transaction valued at approximately $1.5B

May 16, 2006

1 Min Read

SAN FRANCISCO and MCLEAN Va. -- FiberTower Corporation, a national provider of wireless backhaul, and First Avenue Networks Inc. (Nasdaq: FRNS), a nationwide provider of fixed wireless transport services, today announced that they have entered into a definitive merger agreement to combine the two companies in an all-stock transaction valued at approximately $1.5 billion.

Under the terms of the agreement, First Avenue will issue approximately 73.7 million of its common shares, subject to adjustment, to the FiberTower shareholders. As a result, FiberTower shareholders will own 51 percent of the combined entity on a fully diluted basis.

The combined company will be named FiberTower Corporation and will be listed on the Nasdaq Stock Market. It will emerge as one of the nation’s largest operators of wireless transport services. Both companies today operate networks to provide backhaul – transport from cell site to switch – for wireless carriers. The new company will have an installed base in 12 markets with more than 1000 sites. The two companies’ networks and operations are complementary and once combined will have minimal overlap.

“Since our founding five years ago, we have been focused on delivering mission-critical backhaul to our customers,” said Scott Brady, CEO, FiberTower. “We have five of the leading wireless carriers live on our network and have built a sizable customer backlog based on the success of our networks. Combining First Avenue’s spectrum assets with our operational expertise, customer contracts and relationships with leading tower companies, positions the merged company to increase its speed to market and have a larger impact for our customers. This will enable us to go deeper in our existing markets and broaden our reach to new markets.”

FiberTower Corp.

First Avenue Networks

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