Alaska Communications Systems Group, Inc. (NASDAQ: ALSK)
(“Alaska Communications” or the “Company”) today announced that the
30-day “go-shop” period set forth in the previously announced
definitive agreement and plan of merger with affiliates of
Macquarie Capital (“Macquarie”) and GCM Grosvenor (“GCM”), through
its Labor Impact Fund, L.P. (the “ Macquarie/GCM Merger Agreement”)
expired at 11:59 p.m. on December 3, 2020 and also announced that
it has received two acquisition proposals: one from a third party
(the “Superior Proposal Bidder”) at $3.15 per share, which the
Board has determined constitutes a “Superior Proposal” as defined
in the Macquarie/GCM Merger Agreement (the “Superior Proposal
Offer”), and one from a different third party (the “Acquisition
Proposal Bidder,” and together with the Superior Proposal Bidder,
the “Bidders”) that the Board has determined would reasonably be
expected to result in a Superior Proposal (the “Acquisition
Proposal Offer,” and together with the Superior Proposal Offer, the
“Go-Shop Offers”).
Results of “Go-Shop” Period
During the "go-shop" period, representatives of B. Riley
Securities, LLC, financial advisor to Alaska Communications,
contacted more than 50 strategic parties and financial sponsors on
behalf of the Company to determine whether they have an interest in
making a proposal to acquire the Company. As a result of the
go-shop process, Alaska Communications received the Go-Shop
Offers.
After consulting with its outside counsel and financial
advisors, the Company’s Board determined that the Superior Proposal
Offer constitutes a Superior Proposal, and that the Acquisition
Proposal Offer would reasonably be expected to result in a Superior
Proposal. Therefore, each of the Bidders is an "Excluded Party," as
defined in the Macquarie/GCM Merger Agreement, and Alaska
Communications is permitted, subject to the provisions of the
Macquarie/GCM Merger Agreement, to continue to solicit, initiate,
facilitate and encourage proposals from, supply non-public
information to, and engage in, continue and otherwise participate
in discussions and negotiations with, the Bidders. Following the
expiration of the go-shop period, Alaska Communications became
subject to customary "no shop" provisions other than with respect
to the Bidders. The "no shop" provisions restrict the ability of
the Company and its representatives to solicit alternative
acquisition proposals from third parties or to supply confidential
information to third parties, subject to customary "fiduciary out"
provisions.
Go-Shop Offers
Under the terms of the Superior Proposal Offer, the Superior
Proposal Bidder would acquire the Company for nominal consideration
of $3.15 per share, reflecting a transaction valued at
approximately $318 million including debt.
The Company has notified Macquarie and GCM of the Board’s
determination that the Superior Proposal Offer is a Superior
Proposal under the Macquarie/GCM Merger Agreement and, pursuant to
the Macquarie/GCM Merger Agreement, Macquarie and GCM have the
right for four Business Days beginning December 4 to negotiate an
amendment of the Macquarie/GCM Merger Agreement so that the
Superior Proposal Offer will no longer be a “Superior
Proposal.”
Under the Macquarie/GCM Merger Agreement, the Company is
required to pay a $4.2 million termination fee to Macquarie and GCM
if the Board terminates the Macquarie/GCM Merger Agreement in order
to enter into an agreement with the Superior Proposal Bidder.
At this time, the Company remains subject to the Macquarie/GCM
Merger Agreement and the Board has not changed its recommendation
in support of the existing Macquarie/GCM Merger Agreement, or its
recommendation that the Company’s stockholders adopt the
Macquarie/GCM Merger Agreement. There can be no assurance that a
transaction with the Superior Proposal Bidder will be consummated.
There can be no assurance that Macquarie and GCM will seek to
negotiate with the Company or will make a revised offer.
The Board has not yet determined that the Acquisition Proposal
Offer constitutes a Superior Proposal under the Macquarie/GCM
Merger Agreement. There can be no assurance that the Acquisition
Proposal Offer will ultimately result in a Superior Proposal, and
discussions and negotiations with the Acquisition Proposal Bidder
could terminate at any time.
Advisors
B. Riley Securities, Inc. is serving as financial advisor and
Sidley Austin LLP is serving as legal advisor to Alaska
Communications in connection with the transaction.
About Alaska
Communications
Alaska Communications (NASDAQ: ALSK) is the leading provider of
advanced broadband and managed IT services for businesses and
consumers in Alaska. The Company operates a highly reliable,
advanced statewide data network with the latest technology and the
most diverse undersea fiber optic system connecting Alaska to the
contiguous U.S. For more information, visit
www.alaskacommunications.com or www.alsk.com.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
connection with the proposed acquisition of the Company by
Macquarie Capital and GCM Grosvenor, whereby the Company will
become a wholly owned subsidiary of an affiliate of Macquarie
Capital and GCM Grosvenor (the “proposed merger”), pursuant to a
definitive Agreement and Plan of Merger (the “Merger Agreement”) by
and among the Company, Juneau Parent Co, Inc. (“Parent”) and Juneau
Merger Co, Inc. (“Merger Sub”). The proposed merger will be
submitted to the Company’s stockholders for their consideration at
a special meeting of the stockholders. In connection therewith, the
Company intends to file relevant materials with the United States
Securities and Exchange Commission (SEC), including a proxy
statement on Schedule 14A, which will be mailed or otherwise
disseminated to the Company’s stockholders. STOCKHOLDERS ARE URGED
TO READ THE DEFINITIVE PROXY STATEMENT AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE PROPOSED MERGER. Stockholders may obtain free
copies of the definitive proxy statement, any amendments or
supplements thereto and other documents containing important
information about the Company or the proposed merger, once such
documents are filed with the SEC, free of charge at the SEC's
website at www.sec.gov, or from Alaska Communications at alsk.com
or by directing a request to the Company’s Investor Relations
Department at investors@acsalaska.com.
Participants in the Solicitation
The Company and certain of its directors and executive officers
and other members of management and employees may be deemed to be
"participants" in the solicitation of proxies from the Company’s
stockholders in connection with the proposed merger. Information
about the Company's directors and executive officers and their
direct or indirect interests, by security holdings or otherwise, is
set forth in the Company’s proxy statement on Schedule 14A for its
2020 annual meeting of stockholders filed with the SEC on April 29,
2020. To the extent holdings of the Company’s securities by such
participants (or the identity of such participants) have changed,
such information has been or will be reflected on Statements of
Change in Ownership on Forms 3 and 4 subsequently filed with the
SEC. Additional information regarding the participants in the proxy
solicitation and a description of their direct or indirect
interests, by security holdings or otherwise, will be included in
the definitive proxy statement and may be included in relevant
documents filed with the SEC regarding the proposed merger, if and
when they become available. Free copies of these materials may be
obtained as described in the preceding paragraph.
Alaska Communications Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. The reader is cautioned not to rely on these
forward-looking statements. These statements are based on current
expectations of future events and these include statements using
the words such as will and expected, and similar statements. If
underlying assumptions prove inaccurate or known or unknown risks
or uncertainties materialize, actual results could vary materially
from the expectations of the Company. Risks and uncertainties
include, but are not limited to: (i) the risk that the transaction
may not be completed in a timely manner or at all, which may
adversely affect the Company’s business and the price of its common
stock, (ii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
Merger Agreement by the stockholders of the Company, and the
receipt of certain governmental and regulatory approvals, (iii) the
failure of Parent and Merger Sub to obtain the necessary financing
pursuant to the arrangements set forth in the commitment letters
delivered pursuant to the Merger Agreement or otherwise, (iv) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement, (v) the
effect of the announcement or pendency of the transaction on the
Company’s business relationships, operating results, and business
generally, (vi) risks that the proposed transaction disrupts the
Company’s current plans and operations and potential difficulties
in the Company’s employee retention as a result of the transaction,
(vii) the outcome of any legal proceedings that may be instituted
against the Company or Parent or Merger Sub related to the Merger
Agreement or the transaction contemplated thereby. The foregoing
list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that
affect the businesses of the Company described in the “Risk
Factors” section of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2019, filed with the SEC on March 16,
2020 and other reports and documents filed from time to time with
the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking
statements. Copies of these filings are available online at
https://www.alsk.com/. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statements, and the Company assumes no
obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. The Company does not give any
assurance that it will achieve its expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20201204005117/en/
Alaska Communications Media Contact Heather Cavanaugh,
907-564-7722 Director, External Affairs and Corporate
Communications Alaska Communications Investor Contact
Tiffany Smith, 907-564-7556 Manager, Board and Investor Relations
investors@acsalaska.com
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