Virgin Mobile sets special meeting date for Sprint Nextel merger vote

By Lisa Kerner

Charlotte, N.C., Oct. 23 - Virgin Mobile USA, Inc. will ask its stockholders to approve the company's merger with Sprint Nextel Corp. at a special meeting at 9 a.m. ET on Nov. 24 in Basking Ridge, N.J.

The record date for the meeting is Oct. 22, according to a form 424B3 filed with the Securities and Exchange Commission.

In July, Sprint announced it will strengthen its position in the prepaid cell phone calling market by acquiring Virgin Mobile.

As previously reported, both companies' boards of directors approved a definitive agreement in which Sprint will acquire Virgin Mobile for a total equity value of about $483 million, including the value of Sprint's 13.1% fully diluted ownership interest in Virgin Mobile.

Virgin Mobile public stockholders will receive Sprint shares based on an exchange ratio of not less than 1.0630 or greater than 1.3668.

The exchange ratio will be equal to the number determined by dividing $5.50 by the average of the closing prices of Sprint Nextel common stock on the New York Stock Exchange for the 10 trading days ending on the second trading day immediately preceding the effective time of the merger, the filing said.

The exchange ratio for Virgin Mobile shares held by the Virgin Group will be equal to 93.09% of the exchange ratio for the public stockholders, and the exchange ratio for Virgin Mobile shares held by SK Telecom Co. Ltd. will be equal to 89.84% of the exchange ratio for the public stockholders.

Sprint Nextel is an Overland Park, Kan.-based provider of wireless and wireline communications services.

Virgin Mobile USA is a Warren, N.J.-based provider of wireless communications services.

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