Verizon Wireless, a joint venture of Verizon Communications and Vodafone announced today that it has entered into an agreement to acquire Rural Cellular Corporation, for approximately $2.67 billion in cash and assumed debt. The combination will increase Verizon Wireless coverage by 4.7 million licensed POPs (population), and increase its customer base by more than 700,000.

“Verizon Wireless continually looks for opportunities to enhance our customers’ wireless experience,” said Lowell McAdam, president and CEO of Verizon Wireless. “The addition of Rural Cellular’s markets will enable us to expand our services into areas where previously we had little or no presence, and will give Rural Cellular’s Unicel customers access to the nation’s most reliable network and a broader range of voice and data services.”

Rural Cellular’s network served 716,000 customers as of March 31, 2007, spread across five regional territories. Its networks are located in the states of Maine, Vermont, New Hampshire, New York, Massachusetts, Alabama, Mississippi, Minnesota, North Dakota, South Dakota, Wisconsin, Kansas, Idaho, Washington, and Oregon.

Rural Cellular utilizes both CDMA and GSM technology separately across its five regional markets. Verizon Wireless plans to deploy CDMA service in Rural Cellular’s existing GSM markets and convert the GSM customers to CDMA service. Verizon Wireless, however, anticipates maintaining Rural Cellular’s existing GSM networks to continue serving the roaming needs of other GSM carriers’ customers.

Under terms of the agreement, approved by the boards of both companies, holders of Rural Cellular’s common stock will receive $45 per share in cash for a total equity price of $757 million on a fully diluted basis. Including net debt as of the first quarter of 2007, the total transaction value is approximately $2.67 billion. The $45 price per share represents a 16 percent premium to the average closing price over the last 10 trading days and a 41 percent premium to the last closing price of $31.88 on Friday, July 27, 2007.

The acquisition, which is subject to governmental and regulatory approval and approval of Rural Cellular’s shareholders, is expected to close in the first half of 2008.