Consolidated Communications and North Pittsburgh Systems Announce Cash/Stock Election Deadline and Closing Date for Pending Merg
December 10 2007 - 6:00AM
PR Newswire (US)
MATTOON, Ill. and GIBSONIA, Pa., Dec. 10 /PRNewswire-FirstCall/ --
Consolidated Communications Holdings, Inc. ("Consolidated")
(NASDAQ:CNSL) and North Pittsburgh Systems, Inc. ("North
Pittsburgh") (NASDAQ:NPSI) announced today that the deadline for
North Pittsburgh shareholders to elect the form of merger
consideration they wish to receive in connection with the pending
merger between North Pittsburgh and a subsidiary of Consolidated
will be 5:00 p.m. New York City time on Thursday, December 27, 2007
(the "Election Deadline"). The companies have scheduled Monday,
December 31, 2007 as the closing date for the merger. The companies
also announced that on December 5, 2007, the Pennsylvania Public
Utility Commission (the "Pennsylvania PUC") approved the transfer
of control to Consolidated of North Pittsburgh's subsidiaries that
are regulated by the Pennsylvania PUC, North Pittsburgh Telephone
Company and Penn Telecom, Inc. This approval satisfied a condition
to the completion of the merger. Pursuant to the merger agreement
between North Pittsburgh and Consolidated, each record holder of
North Pittsburgh common stock may submit an election, at or prior
to the Election Deadline, to have the holder's North Pittsburgh
shares converted at the effective time of the merger into the right
to receive either: -- $25.00 in cash, without interest, per North
Pittsburgh share ("cash consideration"), or -- 1.1061947 shares of
Consolidated common stock (including cash in lieu of any fractional
Consolidated share), per North Pittsburgh share ("stock
consideration"), or -- cash consideration with respect to a portion
of the shareholder's North Pittsburgh shares and stock
consideration with respect to the balance of the shareholder's
North Pittsburgh shares, in each case subject to proration so that
80% of the North Pittsburgh shares outstanding immediately prior to
the effective time of the merger are converted into the right to
receive cash consideration and 20% of the North Pittsburgh shares
outstanding immediately prior to the effective time of the merger
are converted into the right to receive stock consideration. In
order to make an election, the properly completed and signed Form
of Election and Letter of Transmittal must be received by the
Exchange Agent for the merger, Computershare Trust Company N.A., at
or prior to the Election Deadline in accordance with the
instructions accompanying the Form of Election and Letter of
Transmittal. The Form of Election and Letter of Transmittal must be
accompanied either by certificate(s) representing all the shares of
North Pittsburgh common stock covered by the Form of Election and
Letter of Transmittal or by a properly completed and signed notice
of guaranteed delivery, as described in such instructions. If a
record holder of North Pittsburgh common stock submits a Form of
Election and Letter of Transmittal at or prior to the Election
Deadline that is accompanied by a notice of guaranteed delivery,
the Exchange Agent will consider such Form of Election and Letter
of Transmittal to be effective only if the certificate(s)
representing the North Pittsburgh shares for which such election
was made are received by the Exchange Agent by 5:00 p.m. New York
City time on Wednesday, January 2, 2008 (or if confirmation of a
book-entry transfer of such shares into the Exchange Agent's
account is received by such date and time). If a North Pittsburgh
shareholder does not submit a properly completed and signed Form of
Election and Letter of Transmittal (together with any stock
certificates representing the shares of North Pittsburgh common
stock covered by the election, or a properly completed and signed
notice of guaranteed delivery as described above), the shareholder
will have no control over the type of merger consideration
received. North Pittsburgh shareholders who fail to make an
election are likely to receive the form of consideration having the
lower value. Any North Pittsburgh shareholder who holds North
Pittsburgh shares in "street name" through a bank, broker or other
nominee should follow the instructions given by such bank, broker
or other nominee for making an election with respect to those
shares. Any North Pittsburgh shareholder of record who has properly
made an election may change the election by submitting a revised
and later-dated Form of Election and Letter of Transmittal,
properly completed and signed, that is received by the Exchange
Agent at or prior to the Election Deadline. Any North Pittsburgh
shareholder of record who has properly made an election may revoke
the election by written notice that is received by the Exchange
Agent at or prior to the Election Deadline. North Pittsburgh
shareholders who hold their shares in "street name" should contact
their broker for instructions regarding changes or revocations of
their existing elections. Record holders of North Pittsburgh common
stock may obtain additional copies of the Form of Election and
Letter of Transmittal prior to the Election Deadline by calling
MacKenzie Partners, Inc., collect at (212) 929-5500 or toll-free at
(800) 322-2885. North Pittsburgh shareholders are encouraged to
obtain current market quotations for Consolidated common stock
before deciding what elections to make. Proxy Statement/Prospectus
This material is not a substitute for the proxy
statement/prospectus of North Pittsburgh and Consolidated dated
October 9, 2007 which was declared effective on October 9, 2007.
Investors are urged to read the proxy statement/prospectus, which
contains important information, including detailed risk factors.
The proxy statement/prospectus is, and other documents which will
be filed by North Pittsburgh and Consolidated with the Securities
and Exchange Commission will be, available free of charge at the
Securities and Exchange Commission's website, http://www.sec.gov/,
or by directing a request to North Pittsburgh's proxy solicitors,
MacKenzie Partners, Inc., collect at (212) 929-5500 or toll-free at
(800) 322-2885. The definitive proxy statement/prospectus was first
mailed to shareholders of North Pittsburgh on October 12, 2007.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
Cautionary Language Concerning Forward-Looking Statements In
addition to historical information, this information may contain
forward-looking statements regarding, among other things, the
anticipated closing of the proposed merger of North Pittsburgh with
Consolidated. Such forward-looking statements are based on
assumptions, estimates and/or current expectations and involve
risks and uncertainties, such as a failure to consummate or a delay
in consummating the merger, and other factors referred to in
filings made by North Pittsburgh or Consolidated with the
Securities and Exchange Commission. Neither North Pittsburgh nor
Consolidated undertakes to update any of these statements to
reflect the impact of circumstances or events that arise after the
date the statement was made. This information should be read in
conjunction with the proxy statement/prospectus of North Pittsburgh
and Consolidated dated October 9, 2007 and their respective
periodic reports filed with the Securities and Exchange Commission,
the most recent of which are North Pittsburgh's and Consolidated's
Quarterly Reports on Form 10-Q for the quarterly period ended
September 30, 2007. DATASOURCE: Consolidated Communications
Holdings, Inc.; North Pittsburgh Systems, CONTACT: Harry R. Brown,
President and Chief Executive Officer of North Pittsburgh,
+1-724-443-9583; or Stephen Jones, Vice President - Investor
Relations of Consolidated Communications Holdings, Inc.,
+1-217-258-9522, Web site: http://www.consolidated.com/
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