American Tower Corporation and SpectraSite, Inc. announced today an agreement for American Tower to merge with SpectraSite, in a transaction that would bring together two tower industry leaders with a combined portfolio of over 22,600 communications sites.

Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, American Tower and SpectraSite will merge in a stock for stock exchange, in which shareholders of SpectraSite will receive 3.575 shares of American Tower Class A common stock for each common share of SpectraSite. Based on American Tower's closing stock price on May 3, 2005, this exchange ratio equals $61.53 per share, valuing SpectraSite's equity at approximately $3.1 billion. American Tower expects to issue approximately 181.0 million shares in the transaction. Following the closing, American Tower shareholders would own approximately 59% and SpectraSite shareholders would own approximately 41% of the combined company. The transaction is expected to be tax-free to shareholders of both companies for U.S. federal income tax purposes.

The transaction, which is subject to approval by shareholders of American Tower and SpectraSite, as well as regulatory approvals and other customary closing conditions, is expected to close in the second half of 2005.

"Defining Event"

"This combination is a defining event in the tower industry, creating the clear industry leader," said Jim Taiclet, American Tower's Chairman and Chief Executive Officer. "We believe there is a compelling alignment between the strategies of American Tower and SpectraSite. First, we are both fully focused on the tower leasing business. Second, we are both committed to operational excellence, investing continually in our people, processes and systems. And third, we are both committed to delivering superior returns to shareholders as we generate increasing free cash flow over time. Combining with SpectraSite creates an even stronger company, with expanded revenue, decreased leverage for American Tower, a broader customer base and a more numerous and diverse tower portfolio."

"The combination of SpectraSite and American Tower will ensure our ability to compete successfully in serving the needs of our customers," said Steve Clark, President and Chief Executive Officer of SpectraSite. "We will have more towers in the best markets. Together, we will be the premier tower company in North America."

High Quality Assets

American Tower and SpectraSite bring together high quality wireless and broadcast tower assets to the combined company. American Tower has a portfolio of over 14,800 communication sites, including approximately 12,400 sites in the United States. The addition of SpectraSite's portfolio of approximately 7,800 communication sites will create a combined company with a portfolio of over 22,600 communications sites, including over 22,000 wireless towers and over 400 broadcast towers.

The combined company will have over 20,000 tower sites in the Unites States. With over 85% of the company's tower sites located in the 100 top basic trading areas, or "BTA," markets and core corridors, the company will have a broad and compelling footprint to service its customers.

Commitment to Tower Leasing

"Together, we are committed to growing the tower leasing business and taking full advantage of the operating leverage of the tower business model," said Taiclet. "Wireless voice subscribers and minutes of use have grown steadily and are expected to continue to grow over the coming years. We believe that as wireless carriers seek to improve coverage and network quality, and deploy next generation voice and data services, we will continue to enjoy robust growth in our business. By bringing together strong management, skilled employees and best practices of both companies, we will be better able to capitalize on the growth in the wireless industry."

"We recognize that towers are an integral part of our customers' business operations. As a combined company, we will be able to offer more than 20,000 sites in the US to our customers. And combined with our joint dedication to customer service and continuous process improvement, we believe that our clear scale leadership will enable us to emerge as the preferred provider to wireless carriers nationwide."

Financial Expectations

American Tower and SpectraSite expect the proposed transaction will yield a net present value in excess of $400 million in synergies. Based on the scalability of the tower business model, the combined company expects to achieve operational efficiencies by spreading its relatively fixed tower operating expenses over a larger number of towers and broader revenue base. By reducing corporate expense and tower overhead, the combined company believes that it can achieve annual cost synergies of approximately $30-35 million per year.

The combined company will also have a strengthened balance sheet. American Tower currently has approximately $3.1 billion in total debt and SpectraSite has $750 million. The transaction will decrease American Tower's overall leverage, which will provide the company with greater financial flexibility. American Tower expects the cash flow and financial position of the combined company to accelerate the company's ability to reduce debt levels and return cash to shareholders.

Mr. Taiclet will continue to serve as Chief Executive Officer of the combined company and Chairman of the Board of Directors of American Tower following the closing, and Brad Singer will serve as Chief Financial Officer. Mr. Clark will join the American Tower Board of Directors, as will three other members of SpectraSite's Board of Directors, including Tim Biltz, SpectraSite's Chief Operating Officer. As a result, the American Tower Board of Directors will increase from six to ten members. The corporate headquarters for the combined company will remain in Boston, Massachusetts.

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