WAYNESBORO, Va., Nov. 12, 2015 /PRNewswire/ -- NTELOS
Holdings Corp. ("NTELOS" or the "Company"; NASDAQ: NTLS) announced
today that its shareholders have approved the previously announced
merger agreement with Shenandoah Telecommunications Company
("Shentel"; NASDAQ: SHEN) and Gridiron Merger Sub, Inc. at the
Company's 2015 Annual Meeting of Stockholders held on November 11, 2015. Over 98% of the shares voting
at the meeting were voted in favor of adopting the merger proposal,
which represented over 69% of the Company's outstanding shares.
Upon completion of the merger, NTELOS shareholders will receive
$9.25 per share in cash.
NTELOS continues to expect that the proposed acquisition by
Shentel will close in early 2016, subject to customary closing
conditions. The proposed acquisition has received all necessary
approvals from state regulatory bodies and the mandated waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 was terminated early by the Federal Trade Commission on
September 25, 2015. On
October 30, 2015, the Federal
Communications Commission ("FCC") commenced its formal review
process by releasing a public notice setting the pleading cycle for
the proposed transaction. The Company anticipates that the FCC's
review of the proposed transaction will be completed by early
2016.
About NTELOS
NTELOS Holdings Corp. (NTLS),
operating through its subsidiaries as "nTelos Wireless," is
headquartered in Waynesboro, VA,
and provides high-speed, dependable nationwide voice and data
coverage for approximately 300,200 retail subscribers based in its
Western Markets, comprised of western Virginia, West
Virginia and portions of Maryland, North
Carolina, Pennsylvania,
Ohio and Kentucky. The Company's licensed territories
in the Western Markets have a total population of approximately 4.4
million residents, of which its wireless network covers
approximately 3.1 million residents. The Company is also the
exclusive wholesale provider of wireless network services to Sprint
Corporation in portions of its western Virginia and West
Virginia territories for all Sprint wireless customers.
FORWARD-LOOKING STATEMENTS
This document may
contain statements, estimates or projections that constitute
"forward-looking statements" as defined under U.S. federal
securities laws. Generally, the words "believe," "expect,"
"intend," "plan," "estimate," "anticipate," "project," "will,"
"may" "should," and similar expressions identify forward-looking
statements, which generally are not historical in nature.
Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update any of them
publicly in light of new information or future events. The
forward-looking statements are or may be based on a series of
projections and estimates and involve risks and uncertainties.
These statements are subject to risks and uncertainties that could
cause actual results to differ materially from those described in
the statements. These risks and uncertainties include, but are not
limited to, those described in Part II, "Item 1A, Risk Factors" and
elsewhere in our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2015 and in our
Annual Report on Form 10-K for the year ended December 31, 2014 and those described from time
to time in our future reports filed with the Securities and
Exchange Commission ("SEC").
Additionally, there are risks and uncertainties associated with
the proposed acquisition by Shentel such as: (1) conditions to the
closing of the merger, including, without limitation, the
consummation of certain transactions between Shentel and Sprint,
may not be satisfied and required regulatory approvals may not be
obtained; (2) the merger may involve unexpected costs, liabilities
or delays; (3) the risks related to disruption of management's
attention from the Company's ongoing business operations due to the
transaction, (4) the effect of the announcement of the merger on
the ability of the Company to retain and hire key personnel and
maintain relationships with its customers, suppliers and others
with whom it does business, or on its operating results and
business generally, (5) the outcome of any legal proceedings
related to the merger; (6) the Company may be adversely affected by
other economic, business, and/or competitive factors; (7) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (8) changes
in the legal or regulatory environment; and (9) other risks to
consummation of the merger, including the risk that the merger will
not be consummated within the expected time period or at all. If
the merger is consummated, the Company stockholders will cease to
have any equity interest in the Company and will have no right to
participate in its earnings and future growth.
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SOURCE NTELOS Holdings Corp.
