EX-99.4
5
a06-18675_2ex99d4.htm
PRESS RELEASE
Exhibit 99.4
FOR
IMMEDIATE RELEASE
First
Avenue Networks Completes Merger, Changes Name to FiberTower Corporation
Company
Announces Senior Management Team and Board of Directors
MCLEAN, Va. and SAN FRANCISCO, August 30, 2006
- First Avenue Networks Inc. (Nasdaq:
FRNS) today announced that it has completed its merger with FiberTower
Corporation. Old FiberTower Corporation
is now a wholly owned subsidiary of the Company, and the Company has changed
its name to FiberTower Corporation. Trading in the Company's stock will
continue on The Nasdaq Global Market under the Company's new ticker symbol "FTWR".
On May 15, 2006, the Company
and old FiberTower
entered into a merger agreement to combine the two
companies in an all-stock transaction. Pursuant to the terms of the merger
agreement, holders of shares of old FiberTower capital stock will receive
0.3040542 shares of the Company's common stock for each share of old FiberTower
capital stock. The Company will issue
approximately 73.9 million shares and assume approximately 4.2 million stock
options in connection with the merger.
The Company's senior leadership team includes: Michael Gallagher, president and CEO; Thomas
Scott, senior vice president and CFO; Eric Botto, senior vice president,
technology; David Leeds, senior vice president, sales; Harpinder Singh Madan,
senior vice president, marketing; Ravi Potharlanka, senior vice president,
operations; Joseph M. Sandri, Jr, senior vice president, regulatory and
government affairs; and Ferdi Schell, senior vice president, systems.
The Company's new board of directors is comprised of
representatives from both First Avenue's and old FiberTower's former boards as
well as representatives from the wireless industry. John Beletic has been appointed executive
chairman of the board. Other board
members include: Mike Gallagher, CEO,
FiberTower Corporation; Bandel Carano, general partner, Oak Investment
Partners; Randall A. Hack, board member, Crown Castle International
(more)
First Avenue Completes
Merger, Changes Name to FiberTower - 2/2/2
Corporation; John Kelly, CEO, Crown Castle
International Corporation; John Muleta, president and CEO, M2Z Networks; Darryl
Schall, Tudor Investment Corporation; Steven Scheiwe, president, Ontrac
Advisors, Inc.; and Neil Subin, managing director and president, Trendex
Capital Management.
About FiberTower Corporation
FiberTower (NASDAQ: FTWR)
is a backhaul and access provider focusing on carrier, enterprise and
government markets. With its nationwide spectrum footprint in 24 GHz and
39 GHz bands, carrier-class networks in 14 major markets, and customer
commitments from the top 5 wireless carriers in the US, FiberTower is the
leading alternative carrier in the burgeoning backhaul space. FiberTower also
delivers high capacity transport and access solutions that are highly reliable,
scalable and cost-effective, satisfying the ever increasing demand for mission
and business critical connectivity. For more information, please visit us at
www.fibertower.com
Forward Looking Statements
Statements included in
this news release which are not historical in nature are "forward-looking
statements" within the meaning of Section 21E of the U.S. Securities Exchange
Act of 1934 and the U.S. Private Securities Litigation Reform Act of
1995. Forward looking statements relate to expectations, beliefs,
projections, future plans and strategies, anticipated events or trends and
similar expressions concerning matters that are not historical facts.
These include, without limitation, statements regarding expected benefits and
value of the merger, increased demand for the services, strategy, forecasts of
revenues, earnings estimates, statements regarding contracts, work or revenue
opportunities that may be secured in the future, and related information, all
of which are based on current factual information and certain assumptions about
future events which management believes to be reasonable at this
time. There are many risks,
uncertainties and other factors that can prevent the achievement of goals or
cause results to differ materially from those expressed or implied by these
forward-looking statements including, without limitation, anticipated synergies
from the merger not being achieved, inherent risks of integrating two companies,
changes in demand for services from external factors including general economic
conditions or changes in wireless demand or technology affecting network
expansion strategies at and financing opportunities for wireless carriers and
other customers, delays in the award of new work, the termination or reduction
of existing projects due to changes in the financial condition or business
strategies of the wireless carriers and other customers, dependence on hiring
and retaining professional staff and key personnel, fluctuations in quarterly
results from a variety of internal and external factors including changes in
the estimates with respect to the completion of fixed-price contracts,
lengthy sales cycles especially with respect to larger contracts that may account
for a significant portion of the anticipated revenues, intense competition in
the marketplace especially from competitors with greater financial resources
and financing capabilities, and those risk factors described in the Company's
filings with the Securities and Exchange Commission, including its most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q
(more)
First Avenue Completes
Merger, Changes Name to FiberTower - 3/3/3
Contact:
Company & Investor Contact
Trish Drennan
(703) 725 7625
tdrennan@fibertower.com
or
Ornella Napolitano
(202) 251 5210
onapolitano@fibertower.com
Media Contact
Linda Pitt
GAJ Services Inc.
(859) 291 1005
lpitt@gajservices.com
# # #

EX - 99 . 4 5 a06 - 18675 _ 2ex99d4 . htm PRESS RELEASE Exhibit 99 . 4 FOR IMMEDIATE RELEASE First Avenue Networks Completes Merger , Changes Name to FiberTower Corporation Company Announces Senior Management Team and Board of Directors MCLEAN , Va . and SAN FRANCISCO , August 30 , 2006 - First Avenue Networks Inc . ( Nasdaq : FRNS ) today announced that it has completed its merger with FiberTower Corporation . Old FiberTower Corporation is now a wholly owned subsidiary of the Company , and the Company has changed its name to FiberTower Corporation . Trading in the Company 's stock will continue on The Nasdaq Global Market under the Company 's new ticker symbol " FTWR " . On May 15 , 2006 , the Company and old FiberTower entered into a merger agreement to combine the two companies in an all - stock transaction . Pursuant to the terms of the merger agreement , holders of shares of old FiberTower capital stock will receive 0 . 3040542 shares of the Company 's common stock for each share of old FiberTower capital stock . The Company will issue approximately 73 . 9 million shares and assume approximately 4 . 2 million stock options in connection with the merger . The Company 's senior leadership team includes : Michael Gallagher , president and CEO ; Thomas Scott , senior vice president and CFO ; Eric Botto , senior vice president , technology ; David Leeds , senior vice president , sales ; Harpinder Singh Madan , senior vice president , marketing ; Ravi Potharlanka , senior vice president , operations ; Joseph M . Sandri , Jr , senior vice president , regulatory and government affairs ; and Ferdi Schell , senior vice president , systems . The Company 's new board of directors is comprised of representatives from both First Avenue 's and old FiberTower 's former boards as well as representatives from the wireless industry . John Beletic has been appointed executive chairman of the board . Other board members include : Mike Gallagher , CEO , FiberTower Corporation ; Bandel Carano , general partner , Oak Investment Partners ; Randall A . Hack , board member , Crown Castle International ( more ) First Avenue Completes Merger , Changes Name to FiberTower - 2 / 2 / 2 Corporation ; John Kelly , CEO , Crown Castle International Corporation ; John Muleta , president and CEO , M2Z Networks ; Darryl Schall , Tudor Investment Corporation ; Steven Scheiwe , president , Ontrac Advisors , Inc . ; and Neil Subin , managing director and president , Trendex Capital Management . About FiberTower Corporation FiberTower ( NASDAQ : FTWR ) is a backhaul and access provider focusing on carrier , enterprise and government markets . With its nationwide spectrum footprint in 24 GHz and 39 GHz bands , carrier - class networks in 14 major markets , and customer commitments from the top 5 wireless carriers in the US , FiberTower is the leading alternative carrier in the burgeoning backhaul space . FiberTower also delivers high capacity transport and access solutions that are highly reliable , scalable and cost - effective , satisfying the ever increasing demand for mission and business critical connectivity . For more information , please visit us at www.fibertower.com Forward Looking Statements Statements included in this news release which are not historical in nature are " forward - looking statements " within the meaning of Section 21E of the U . S . Securities Exchange Act of 1934 and the U . S . Private Securities Litigation Reform Act of 1995 . Forward looking statements relate to expectations , beliefs , projections , future plans and strategies , anticipated events or trends and similar expressions concerning matters that are not historical facts . These include , without limitation , statements regarding expected benefits and value of the merger , increased demand for the services , strategy , forecasts of revenues , earnings estimates , statements regarding contracts , work or revenue opportunities that may be secured in the future , and related information , all of which are based on current factual information and certain assumptions about future events which management believes to be reasonable at this time . There are many risks , uncertainties and other factors that can prevent the achievement of goals or cause results to differ materially from those expressed or implied by these forward - looking statements including , without limitation , anticipated synergies from the merger not being achieved , inherent risks of integrating two companies , changes in demand for services from external factors including general economic conditions or changes in wireless demand or technology affecting network expansion strategies at and financing opportunities for wireless carriers and other customers , delays in the award of new work , the termination or reduction of existing projects due to changes in the financial condition or business strategies of the wireless carriers and other customers , dependence on hiring and retaining professional staff and key personnel , fluctuations in quarterly results from a variety of internal and external factors including changes in the estimates with respect to the completion of fixed - price contracts , lengthy sales cycles especially with respect to larger contracts that may account for a significant portion of the anticipated revenues , intense competition in the marketplace especially from competitors with greater financial resources and financing capabilities , and those risk factors described in the Company 's filings with the Securities and Exchange Commission , including its most recent Annual Report on Form 10 - K and Quarterly Reports on Form 10 - Q ( more ) First Avenue Completes Merger , Changes Name to FiberTower - 3 / 3 / 3 Contact : Company & Investor Contact Trish Drennan ( 703 ) 725 7625 tdrennan@fibertower.com or Ornella Napolitano ( 202 ) 251 5210 onapolitano@fibertower.com Media Contact Linda Pitt GAJ Services Inc . ( 859 ) 291 1005 lpitt@gajservices.com # # #
O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O B-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O