TERMS OF THE TRANSACTION • AT&T Inc. will acquire 100 percent of mon stock of BellSouth Corporation in an all-stock transaction with an equity value of $ billion. • For each share of mon stock, BellSouth stockholders will receive shares of AT&mon stock. This represents percent premium to the closing price of BellSouth stock on March 3. • AT&T will issue billion new shares mon stock, which would represent 38 percent of the outstanding shares of AT&T. • The merger has been approved by the boards of directors of BellSouth and AT&T. Stockholders of pany also must approve the merger. • Three BellSouth board members will join the AT&T board at closing. KEY BENEFITS OF THE MERGER The pany will be more innovative, nimble and efficient, providing benefits to customers bining the Cingular, BellSouth and AT&works into a single fully integrated wireless and wireline work offering a full range of advanced solutions. As a result, pany will be better able to speed the convergence of new and improved services for consumers and businesses, and embrace the industry’s shift to work-based technologies. FOR CONSUMERS Consumers seeking a real alternative to cable monopolies should see faster and more economical deployment of next-generation IP works and similar services as a result of AT&T’s groundbreaking entry into IPTV and th