Consolidated Communications Shareholders Approve SureWest Acquisition
June 12 2012 - 12:40PM
Consolidated Communications Holdings, Inc. (Nasdaq:CNSL)
("Consolidated") announced that during its annual meeting held
today, shareholders approved the issuance of Consolidated common
stock pursuant to the merger agreement between Consolidated and
SureWest Communications (Nasdaq:SURW) ("SureWest"). Approximately
98.4% of the votes cast on the merger proposal voted in favor of
it.
Under the terms of the merger agreement, SureWest's shareholders
may elect to exchange each share of SureWest common stock for
either $23.00 in cash or shares of Consolidated common stock having
an equivalent value based on average trading prices for the 20
consecutive trading days ending on the second trading day preceding
the closing date, subject to a collar so that no more than 1.40565
shares of Consolidated common stock will be issued for each share
of SureWest common stock. If the 20-day trailing average is
below $16.36, the collar will apply. Overall elections are
subject to proration such that 50 percent of the SureWest shares
will be exchanged for cash and 50 percent for stock. SureWest
shareholders should not recognize any gain or loss for U.S. federal
income tax purposes if they exchange their SureWest shares solely
for shares of Consolidated common stock in the merger.
All regulatory notices and approvals that are conditions to the
merger have been completed.
Also at the meeting today, Consolidated shareholders re-elected
Richard A. Lumpkin as a Class I director and ratified the
appointment of Ernst & Young LLP as Consolidated's independent
registered public accounting firm for the fiscal year ending
December 31, 2012.
Safe Harbor
Any statements other than statements of historical facts,
including statements about management's beliefs and expectations,
are forward-looking statements and should be evaluated as such.
These statements are made on the basis of management's views and
assumptions regarding future events and business performance. Words
such as "estimate," "believe," "anticipate," "expect," "intend,"
"plan, "target," "project," "should," "may," "will" and similar
expressions are intended to identify forward-looking statements.
Forward-looking statements (including oral representations) involve
risks and uncertainties that may cause actual results to differ
materially from any future results, performance or achievements
expressed or implied by such statements. These risks and
uncertainties include the ability of Consolidated to complete the
acquisition of SureWest, successfully integrate the operations of
SureWest and realize the synergies from the acquisition, as well as
a number of other factors related to the businesses of Consolidated
and SureWest, including various risks to stockholders of not
receiving dividends and risks to Consolidated's ability to pursue
growth opportunities if Consolidated continues to pay dividends
according to the current dividend policy; various risks to the
price and volatility of Consolidated's common stock; the
substantial amount of debt and Consolidated's ability to repay or
refinance it or incur additional debt in the future; Consolidated's
need for a significant amount of cash to service and repay the debt
and to pay dividends on Consolidated's common stock; changes in the
valuation of pension plan assets; restrictions contained in
Consolidated's debt agreements that limit the discretion of
management in operating the business; regulatory changes, including
changes to subsidies, rapid development and introduction of new
technologies and intense competition in the telecommunications
industry; risks associated with Consolidated's possible pursuit of
acquisitions; economic conditions in Consolidated's and SureWest's
service areas; 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 Consolidated's or SureWest's network;
high costs of regulatory compliance; the competitive impact of
legislation and regulatory changes on the telecommunications
industry; and liability and compliance costs regarding
environmental regulations. These and other risks and uncertainties
are discussed in more detail in Consolidated's and SureWest's
filings with the Securities and Exchange Commission, including the
companies' respective reports on Form 10-K and Form 10-Q.
Many of these risks are beyond management's ability to control
or predict. All forward-looking statements attributable to
Consolidated, SureWest or persons acting on behalf of each of them
are expressly qualified in their entirety by the cautionary
statements and risk factors contained in this communication and the
companies' filings with the Securities and Exchange Commission.
Because of these risks, uncertainties and assumptions, you should
not place undue reliance on these forward-looking statements.
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 Securities and Exchange
Commission, we do not undertake any obligation to update or review
any forward-looking information, whether as a result of new
information, future events or otherwise.
Proxy Statement/Prospectus
This material is not a substitute for the joint proxy
statement/prospectus Consolidated and SureWest filed with the
Securities and Exchange Commission on March 28, 2012, which, as
amended, was declared effective on April 24, 2012.
Investors in Consolidated or SureWest are urged to read the
joint proxy statement/prospectus, which contains important
information, including detailed risk factors. The joint
proxy statement/prospectus is, and other documents which will be
filed by Consolidated and SureWest with the Securities and Exchange
Commission will be, available free of charge at the Securities and
Exchange Commission's website, www.sec.gov, or by directing a
request to Consolidated Communications, 121 South 17th Street,
Mattoon, IL 61938, Attention: Investor Relations; or to SureWest
Communications, 8150 Industrial Avenue, Building A, Roseville,
California 95678, Attention: Investor Relations. The definitive
joint proxy statement/prospectus was first mailed to Consolidated's
stockholders and shareholders of SureWest on May 1, 2012.
CONTACT: Matt Smith
Treasurer & Investor Relations
217-258-2959
Matthew.smith@consolidated.com
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