Consolidated Communications Sets Record and Meeting Dates to Approve Merger with FairPoint
February 27 2017 - 8:00AM
Consolidated Communications Holdings, Inc. (Nasdaq:CNSL) (the
“Company”) announced today that it will hold a special meeting of
stockholders to approve the proposed acquisition of FairPoint
Communications (Nasdaq:FRP). The special meeting will be held
on March 28, 2017 at 9 a.m. CT at the Consolidated Communications
headquarters location at 121 South 17th St, Mattoon, Ill.
Consolidated Communications’ stockholders of record
at the close of business on Feb. 17, 2017, the record date for the
special meeting, will be entitled to receive notice of the special
meeting and to vote their shares of common stock at the special
meeting.
About Consolidated Communications Consolidated
Communications provides business and broadband communications
services across its 11-state service area to carrier, commercial
and consumer customers. For more than a century, the Company has
consistently provided innovative, reliable, high-quality products
and services. The Company offers a wide range of communications
solutions including: High-Speed Internet, Data, Digital TV, Phone,
managed and cloud services and wireless backhaul over an extensive
fiber optic
network.
Safe Harbor The Securities and Exchange Commission
(“SEC”) encourages companies to disclose forward-looking
information so that investors can better understand a company’s
future prospects and make informed investment decisions. Certain
statements in this communication are forward-looking statements and
are made pursuant to the safe harbor provisions of the Securities
Litigation Reform Act of 1995. These forward-looking
statements reflect, among other things, current expectations,
plans, strategies, and anticipated financial results of
Consolidated Communications Holdings, Inc. (the “Company”) and
FairPoint Communications, Inc. (“FairPoint”), both separately and
as a combined entity. There are a number of risks,
uncertainties, and conditions that may cause the actual results of
the Company and FairPoint, both separately and as a combined
entity, to differ materially from those expressed or implied by
these forward-looking statements. These risks and
uncertainties include the timing and ability to complete the
proposed acquisition of FairPoint by the Company, the expected
benefits of the integration of the two companies and successful
integration of FairPoint’s operations with those of the Company and
realization of the synergies from the integration, as well as a
number of factors related to the respective businesses of the
Company and FairPoint, including economic and financial market
conditions generally and economic conditions in the Company’s and
FairPoint’s service areas; various risks to stockholders of not
receiving dividends and risks to the Company’s ability to pursue
growth opportunities if the Company continues to pay dividends
according to the current dividend policy; various risks to the
price and volatility of the Company’s common stock; changes in the
valuation of pension plan assets; the substantial amount of debt
and the Company’s ability to repay or refinance it or incur
additional debt in the future; the Company’s need for a significant
amount of cash to service and repay the debt and to pay dividends
on its common stock; restrictions contained in the Company’s debt
agreements that limit the discretion of management in operating the
business; legal or regulatory proceedings or other matters that
impact the timing or ability to complete the acquisition as
contemplated, regulatory changes, including changes to subsidies,
rapid development and introduction of new technologies and intense
competition in the telecommunications industry; risks associated
with the Company’s possible pursuit of acquisitions; system
failures; losses of large customers or government contracts; risks
associated with the rights-of-way for the network; disruptions in
the relationship with third party vendors; losses of key management
personnel and the inability to attract and retain highly qualified
management and personnel in the future; changes in the extensive
governmental legislation and regulations governing
telecommunications providers and the provision of
telecommunications services; telecommunications carriers disputing
and/or avoiding their obligations to pay network access charges for
use of the Company’s and FairPoint’s network; high costs of
regulatory compliance; the competitive impact of legislation and
regulatory changes in the telecommunications industry; liability
and compliance costs regarding environmental regulations; the
possibility of disruption from the integration of the two companies
making it more difficult to maintain business and operational
relationships; the possibility that the acquisition is not
consummated, including, but not limited to, due to the failure to
satisfy the closing conditions; the possibility that the merger or
the acquisition may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; and
diversion of management’s attention from ongoing business
operations and opportunities. A detailed discussion of risks
and uncertainties that could cause actual results and events to
differ materially from such forward-looking statements are
discussed in more detail in the joint proxy statement of the
Company and FairPoint, which also constitutes a prospectus of the
Company, filed by the Company with the SEC pursuant to Rule
424(b)(3) on February 24, 2017, and in the Company’s and
FairPoint’s respective filings with the SEC, including the Annual
Report on Form 10-K of the Company for the year ended December 31,
2015, which was filed with the SEC on February 29, 2016, under the
heading “Item 1A—Risk Factors,” and the Annual Report on Form 10-K
of FairPoint for the year ended December 31, 2015, which was filed
with the SEC on March 2, 2016, under the heading “Item 1A—Risk
Factors,” and in subsequent reports on Forms 10-Q and 8-K and other
filings made with the SEC by each of the Company and FairPoint.
Many of these circumstances are beyond the ability of the Company
and FairPoint to control or predict. Moreover,
forward-looking statements necessarily involve assumptions on the
part of the Company and FairPoint. These forward-looking
statements generally are identified by the words “believe,”
“expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,”
“should,” “may,” “will,” “would,” “will be,” “will continue” or
similar expressions. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may
cause actual results, performance or achievements of the Company
and FairPoint, and their respective subsidiaries, both separately
and as a combined entity to be different from those expressed or
implied in the forward-looking statements. All
forward-looking statements attributable to us or persons acting on
the respective behalf of the Company or FairPoint are expressly
qualified in their entirety by the cautionary statements that
appear throughout this communication. Furthermore,
forward-looking statements speak only as of the date they are
made. Except as required under the federal securities laws or
the rules and regulations of the SEC, each of the Company and
FairPoint disclaim any intention or obligation to update or revise
publicly any forward-looking statements. You should not place
undue reliance on forward-looking statements.
Important Merger Information and Additional
Information
This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. In connection with the
proposed transaction, the Company and FairPoint have and will file
relevant materials with the SEC. The Company filed a
Registration Statement on Form S-4 on January 26, 2017, which, as
amended, was declared effective on February 24, 2017, that includes
a joint proxy statement of the Company and FairPoint and which also
constitutes a prospectus of the Company. The Company and
FairPoint will mail the definitive joint proxy statement/prospectus
to their respective stockholders on or about February 28,
2017. Investors are urged to read the definitive
joint proxy statement/prospectus regarding the proposed transaction
because it contains important information. The
definitive joint proxy statement/prospectus and other relevant
documents that have been or will be filed by the Company and
FairPoint with the SEC are or will be available free of charge at
the SEC’s website, www.sec.gov, or by directing a request when such
a filing is made to Consolidated Communications Holdings, Inc., 121
South 17th Street, Mattoon, IL 61938, Attention: Investor Relations
or to FairPoint Communications, Inc., 521 East Morehead Street,
Suite 500, Charlotte, North Carolina 28202, Attention:
Secretary.
The Company, FairPoint and certain of their
respective directors, executive officers and other members of
management and employees may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the directors and
executive officers of the Company is set forth in its definitive
proxy statement, which was filed with the SEC on March 28, 2016.
Information about the directors and executive officers of FairPoint
is set forth in its definitive proxy statement, which was filed
with the SEC on March 25, 2016, and in the joint proxy
statement/prospectus. These documents can be
obtained free of charge from the sources listed above. Investors
may obtain additional information regarding the interests of such
participants by reading the definitive joint proxy
statement/prospectus.
Company Contact:
Jennifer Spaude
507-386-3765
Jennifer.spaude@consolidated.com
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