Posted: 08/2000

AT&T, MediaOne Complete Merger

AT&T Corp.
(www.att.com) and MediaOne Group (www.mediaone.com) have completed their merger, valued at approximately $44 billion based on AT&T’s closing stock price of $33.50
on June 14.

With the addition of MediaOne’s 5 million cable subscribers, AT&T becomes the country’s largest cable operator, with about 16 million customers on the systems it owns and operates.

The deal was finalized June 15 with the filing of a certificate of merger with the office of the Delaware Secretary of State in Dover, Del. The FCC
(www.fcc.gov) had given its approval of the merger 10 days earlier, subject to conditions that AT&T divest itself of certain cable holdings to stay within regulatory requirement that a cable company have no more than 30 percent of the nation’s subscribers.

The U.S. Department of Justice
(www.usdoj.gov) gave its approval earlier, also with divestiture conditions.

The companies’ boards approved the merger in May 1999.

Under the merger terms, MediaOne shareholders will receive $30.85 in cash plus 0.95 share of AT&T stock for each MediaOne share they now hold. Based on AT&T’s recent stock price, MediaOne shareholders also will receive an additional cash payment of $5.42 per MediaOne share.

AT&T plans to issue 606 million shares of AT&T common stock and $23 billion in cash to close the transaction.

MediaOne will become part of AT&T Broadband, headquartered in the Denver area. During the coming months, MediaOne’s services will be renamed under the AT&T brand.