CT Communications To Merge With Windstream Corporation
29 Mai 2007 - 4:00PM
PR Newswire (US)
CTC Board of Directors Accepts Offer for $31.50 per Share CONCORD,
N.C., May 29 /PRNewswire-FirstCall/ -- CT Communications, Inc.
(CTC) (NASDAQ:CTCI) today announced a definitive agreement to merge
with Windstream Corporation (NYSE:WIN). In a vote by its board of
directors, CT Communications has accepted an offer from Windstream
to acquire all of the outstanding shares of CT Communications for
$31.50 per share in cash. The offer represents a 46% premium to the
closing price of CT Communications' stock on May 25, 2007, and a
31% premium to the previous 30-day average trading price. Including
the assumption of cash and debt, the transaction is valued at
approximately $585 million. The merger is subject to approvals from
federal and state regulators, as well as CT Communications, Inc.
shareholders. CTC, headquartered in Concord, NC, is a growing
provider of integrated telecommunications and related services to
residential and business customers located primarily in North
Carolina. CTC offers a comprehensive package of telecommunications
services, including broadband high-speed Internet services, local
and long-distance telephone services, and digital wireless voice
and data services. Recently, the company began a commercial trial
of a new video product that utilizes a fiber optic network,
allowing significantly greater bandwidth delivery for the
ever-growing application and service needs of customers. The
network deployment began in 2006 and now passes 11,000 homes in the
Concord area. Windstream Corporation provides voice, broadband and
entertainment services to customers in 16 states. The company has
approximately 3.2 million access lines and about $3.2 billion in
annual revenues. The transaction with CTC adds approximately
158,000 access lines and 29,000 broadband customers, nearly
doubling Windstream's presence in North Carolina. Originally
founded in 1897 as The Concord Telephone Company, CTC was the first
to bring telephone services to Cabarrus, Stanly and Rowan counties.
CT Communications combines more than a century of experience with
an expanding vision of how technology can connect people,
businesses and communities. "For 110 years, it has been our pledge
to develop and deliver innovative, diversified services that are
competitive and dependable for our customers, and to provide our
shareholders with attractive financial results" said Mike Coltrane
chairman, president and CEO of CT Communications "Because of our
strong operational and fiscal performance over the last several
years, we found ourselves in the unique and enviable position of
possessing significant cash reserves and very low debt. As such, we
found ourselves willing to explore strategic options for our
company, and fully believe that this merger will provide the
long-term value that our shareholders deserve." Since 2003, CTC has
worked to reduce its total debt by $70 million, and consistently
outperformed its industry peers in both revenue and operating
income growth. "CT Communications' management and employees have
built an exceptional business and are highly respected in their
local communities. CT Communications fits strategically with
Windstream and advances our strategy of continuing to grow through
acquisitions while expanding our free cash flow," said Jeff
Gardner, President and CEO of Windstream. "Windstream Corporation
has achieved a long history of successful operations in the
telecommunications industry, and we have been impressed with their
strategies to successfully compete and thrive," said Coltrane. "We
are truly excited about the opportunities this partnership creates
for the benefit of our customers and shareholders." Additional
Information Raymond James & Associates, Inc. and Moore &
Van Allen, PLLC acted as financial and legal advisors to CT
Communications. Stephens Inc. and Kutak Rock, LLP acted as
financial and legal advisors to Windstream on the transaction.
About CT Communications CT Communications, Inc. (CTC),
headquartered in Concord, NC, is a growing provider of integrated
telecommunications and related services to residential and business
customers located primarily in North Carolina. CTC offers a
comprehensive package of telecommunications services, including
broadband high-speed Internet services, local and long-distance
telephone services, and digital wireless voice and data services.
For additional information, visit http://www.ctc.net/. About
Windstream Windstream Corporation (NYSE:WIN) provides voice,
broadband and entertainment services to customers in 16 states. The
company has approximately 3.2 million access lines and about $3.2
billion in annual revenues. For more information, visit
http://www.windstream.com/. Certain statements contained in this
press release are "forward-looking statements," within the meaning
of federal securities laws. CT Communications, Inc. intends these
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks, uncertainties and assumptions made
by management about CT Communications, Inc., including, among other
things, changes in industry conditions and related state and
federal legislation and regulations, the ability to obtain
necessary regulatory and shareholder approvals for the transaction
with Windstream, the impact of economic conditions related to
financial performance of customers, business partners, competitors
and peers within the telecommunications industry, the recovery of
the substantial costs incurred in connection with expansion into
new businesses, retention of CT Communications' existing customer
base and the ability to attract new customers, the ability to
control pricing and product offerings in a highly competitive
industry, the ability to attract and retain key personnel, the
performance of investments, rapid changes in technology, the
ability to manage capital expenditures related to changes in
technology, actions of our competitors, the impact of economic and
political events on the business, operating regions and customers,
including terrorist attacks. In some cases, these forward-looking
statements can be identified by the use of words such as "may,"
"will," "should," "expect," "plan," "anticipate," "believe,"
"estimate," "predict," "project," "intend" or "potential" or the
negative of those words or other comparable words. These
forward-looking statements may differ materially from actual events
or results because they involve estimates, assumptions and
uncertainties and should be viewed with caution. CT Communications,
Inc. undertakes no obligation to update or revise any
forward-looking statements, whether as the result of new
information, future events or otherwise. Readers are also directed
to consider the risks, uncertainties and other factors discussed in
documents filed by CT Communications, Inc. with the Securities and
Exchange Commission, including those matters summarized under the
caption "Risk Factors" in CT Communications' Annual Report on Form
10-K for the year ended December 31, 2006. Media Relations Contact
For CTC: Andy Aldridge Lyerly Agency 704.525.3937 704.280.4417
DATASOURCE: CT Communications, Inc. CONTACT: Media Relations
Contact For CTC: Andy Aldridge of Lyerly Agency, +1-704-525-3937,
or +1-704-280-4417 Web site: http://www.ctc.net/
http://www.windstream.com/
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