CABL Forum - Re: HSP and DTV merger?

DIRECTV to Purchase Installation Fulfillment Services Company 180 Connect Inc. to Gain
Control of a Significant Portion of the DIRECTV Installation Network
In a Separate Transaction, UniTek USA will Acquire 100 Percent of
180 Connect's Cable Assets and Certain DIRECTV Installation Markets In
Exchange for UniTek's Satellite Installation Services in Three Markets
and Cash
180 Connect and UniTek Deals to Close in the Third Quarter 2008
EL SEGUNDO, Calif., TORONTO, Ontario & ENGLEWOOD, Colo., Apr 18, 2008 (BUSINESS WIRE) -- 180 Connect Inc., one of
North America's largest providers of installation, integration and fulfillment services to the home entertainment, communication,
and home integration service industries, has signed a definitive merger agreement with DIRECTV, the nation's leading satellite
television service. The transaction will provide DIRECTV with control over a significant portion of its installation and home
service network and is expected to close in the third quarter of 2008.
Under the terms of the agreement, DIRECTV will acquire 100 percent of 180 Connect's outstanding common stock and
exchangeable shares for $1.80 per share.
In a separate transaction, UniTek USA, LLC has agreed to acquire 100 percent of 180 Connect's cable services operating unit
and certain DIRECTV installation services markets in exchange for UniTek's satellite installation services in New York City,
Burbank, Calif., and Bloomington, Calif., and cash. This transaction is expected to be completed immediately following
DIRECTV's acquisition of 180 Connect.
By acquiring 180 Connect, DIRECTV will gain control of one of its largest installation and home service providers in 45 U.S.
market locations throughout California, Colorado, Oregon, Washington, Utah, Montana, Idaho, Wyoming, Arkansas, Virginia,
Hawaii and western Pennsylvania. Prior to the acquisition, DIRECTV had outsourced all its installation service operations
through 13 home service provider companies.
"The acquisition of 180 Connect enables DIRECTV to gain operational control over a large portion of its installation and service
network and is an important part of our effort to continuously improve the customer experience," said Mike Palkovic, Executive
Vice President, Operations, DIRECTV, Inc. "Our installation technicians are the first and often the only point of face to face
contact that a customer has with DIRECTV and this merger underscores the importance we place on this interaction. We
welcome 180 Connect's employees to the DIRECTV family and with its solid base of technicians in the field and strong backoffice
support, we believe we have a great opportunity for growth and to provide an even higher level of service that our
customers have come to expect."
Palkovic added, "DIRECTV is also excited to expand its home service provider relationship with UniTek USA, and we are
confident that their management team and employees will continue to be a strong partner with DIRECTV going forward."
"DIRECTV has been a valued partner in helping us grow our business over the years and they were instrumental in working
with us to develop our industry-leading customer service platform," said Peter Giacalone, President and Chief Executive Officer
of 180 Connect. "Over the years, 180 Connect has experienced significant growth and while the Company believes it has been
successful in achieving many of its goals and positioning itself to become a dominant sector player, these efforts are not, in our
opinion, being appropriately valued by the public markets. After carefully evaluating alternative strategies, we concluded that in
the current and foreseeable market conditions, the sale of the Company represents a compelling opportunity to realize value
for the shareholders of 180 Connect. We are very pleased to have found the right buyer for the Company and are confident
that industry leading DIRECTV will take this business to the next level."
Scott Hisey, Chief Executive Officer of UniTek USA, said, "UniTek is pleased to participate in this highly strategic transaction
with DIRECTV that strengthens our position as the premier provider in telecom, cable and satellite service. This transaction will
substantially expand the scale and footprint of our cable service division and we look forward to continuing to provide
outstanding service to 180 Connect's cable customers. We are pleased to welcome the 180 Connect employees who will be
joining the UniTek team and at the same time we thank those UniTek employees who will be transitioning to DIRECTV for their
outstanding service."
About 180 Connect Inc.
180 Connect Inc. is one of North America's largest providers of installation, integration and fulfillment services to the home
entertainment, communications and home integration service industries. With more than 4,000 skilled technicians and 750
support personnel based in over 85 operating locations, 180 Connect is well positioned as the only pure play national
residential service provider in the market. 180 Connect shares are traded under the name of 180 Connect Inc. on the OTCBB
under the symbols CNCT.OB, CNCTU.OB and CNCTW.OB. For more information on 180 Connect Inc., please visit
www.180connect.net.
About DIRECTV, Inc.
DIRECTV, Inc. (NASDAQ:DTV), the nation's leading satellite television service provider, presents the finest television
experience available to more than 16.8 million customers in the United States and is leading the HD revolution with 95 national
HD channels - more quality HD channels than any other television provider. Each day, DIRECTV subscribers enjoy access to
over 265 channels of 100% digital picture and sound, exclusive programming, industry-leading customer satisfaction (which
has surpassed cable for seven years running) and superior technologies that include advanced DVR and HD-DVR services
and the most state-of-the-art interactive sports packages available anywhere. For the most up-to-date information on
DIRECTV, please visit www.directv.com. About UniTek
UniTek USA, LLC, is a premier provider of engineering, construction management and installation fulfillment services to
companies specializing in the telecommunications, broadband cable, cellular and satellite industries. UniTek has created a
scalable operating platform, enabling each UniTek subsidiary to deliver quality services to its Fortune 100 customers. UniTek
USA, LLC, based in Blue Bell, PA utilizes a diverse workforce of over 3500 technicians deployed throughout the United States.
For more information about UniTek, please visit www.unitekusa.net. SOURCE: DIRECTV, Inc.
DIRECTV, Inc.
Robert Mercer
310-964-4683
(-REDACTED-)
or
Darris Gringeri
212-462-5136
(-REDACTED-)
or
180 Connect Inc.
Claudia A. Di Maio
416-930-7710
(-REDACTED-)
Copyright Business Wire 2008
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Re: HSP and DTV merger?