Centennial Communications Stockholders Approve Merger With AT&T
24 Février 2009 - 10:00PM
Marketwired
Centennial Communications Corp. (NASDAQ: CYCL) ("Centennial") today
announced that its stockholders approved the adoption of the
Agreement and Plan of Merger, dated as of November 7, 2008 (the
"Merger Agreement"), providing for the acquisition of Centennial by
AT&T Inc. ("AT&T"). Of the shares voted at today's special
meeting, over 99 percent were cast in favor of adoption of the
Merger Agreement, representing approximately 88 percent of the
total shares outstanding and entitled to vote.
On November 7, 2008, Centennial entered into the Merger
Agreement under which AT&T will acquire Centennial (the
"Merger"). Under the terms of the Merger Agreement, Centennial
stockholders will receive $8.50 per share in cash for a total
equity price of $944 million. Including net debt, the total
enterprise value is approximately $2.8 billion. Completion of the
Merger is not subject to a financing condition, but remains subject
to (i) conditions relating to approval by the Federal
Communications Commission, (ii) expiration or termination of
applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and (iii) other customary
conditions to closing. The Company anticipates that the Merger will
be completed by the end of the second quarter of calendar year
2009, assuming satisfaction or waiver of all of the conditions to
the Merger.
ABOUT CENTENNIAL
Centennial Communications (NASDAQ: CYCL), based in Wall, NJ, is
a leading provider of regional wireless and integrated
communications services in the United States and Puerto Rico with
approximately 1.1 million wireless subscribers and 663,000 access
lines and equivalents. The U.S. business owns and operates wireless
networks in the Midwest and Southeast covering parts of six states.
Centennial's Puerto Rico business owns and operates wireless
networks in Puerto Rico and the U.S. Virgin Islands and provides
facilities-based integrated voice, data and Internet solutions.
Welsh, Carson, Anderson & Stowe is a significant shareholder of
Centennial. For more information regarding Centennial, please visit
our websites http://www.centennialwireless.com/ and
http://www.centennialpr.com/.
SAFE HARBOR PROVISION
Cautionary statement for purposes of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995:
Information in this release that involves Centennial's
expectations, beliefs, hopes, plans, projections, estimates,
intentions or strategies regarding the future are forward-looking
statements. Such forward-looking statements are subject to a number
of risks, assumptions and uncertainties that could cause the
Company's actual results to differ materially from those projected
in such forward-looking statements. These risks, assumptions and
uncertainties include, but are not limited to: the occurrence of
any event, change or other circumstance that could give rise to the
termination of the Merger Agreement with AT&T; the outcome of
any legal proceeding that has been or may be instituted against
Centennial and others relating to the Merger Agreement with
AT&T; the inability to complete the Merger due to the failure
to satisfy conditions to consummation of the Merger; the failure of
the Merger to close for any other reason; risks that the proposed
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the Merger;
business uncertainty and contractual restrictions during the
pendency of the Merger; the diversion of management's attention
from ongoing business concerns; the effect of the announcement of
the Merger on our customer and supplier relationships, operating
results and business generally; the amount of the costs, fees,
expenses and charges related to the Merger; the timing of the
completion of the Merger or the impact of the Merger on our capital
resources, cash requirements, profitability, management resources
and liquidity; risks and uncertainties relating to our business
(including our ability to achieve strategic goals, objectives and
targets over applicable periods), industry performance and the
regulatory environment; the effects of a recession in the United
States and general downturn in the economy, including the
illiquidity in the debt/capital markets; the effects of vigorous
competition in our markets, which may make it difficult for us to
attract and retain customers and to grow our customer base and
revenue and which may increase churn, which could reduce our
revenue and increase our costs; the fact that many of our
competitors are larger than we are, have greater financial
resources than we do, are less leveraged than we are, have more
extensive coverage areas than we do, and may offer less expensive
and more technologically advanced products and services than we do;
our ability to gain access to the latest technology handsets in a
timeframe and at a cost similar to our competitors; our ability to
acquire, and the cost of acquiring, additional spectrum in our
markets to support growth and deployment of advanced technologies,
including 3G and 4G services; our ability to successfully deploy
and deliver wireless data services to our customers, including next
generation 3G and 4G technology; the effect of changes in the level
of support provided to us by the Universal Service Fund, or USF;
our ability to grow our subscriber base at a reasonable cost to
acquire; our dependence on roaming agreements for a significant
portion of our wireless revenue and the expected decline in roaming
revenue over the long term; our ability to successfully integrate
any acquired markets or businesses; the effects of higher than
anticipated handset subsidy costs; our dependence on roaming
agreements for our ability to offer our wireless customers
competitively priced regional and nationwide rate plans that
include areas for which we do not own wireless licenses; the
effects of adding new subscribers with lower credit ratings; our
substantial debt obligations, including restrictive covenants,
which place limitations on how we conduct business; market prices
for the products and services we offer may decline in the future;
changes and developments in technology, including our ability to
upgrade our networks to remain competitive and our ability to
anticipate and react to frequent and significant technological
changes which may render certain technologies used by us obsolete;
the effects of a decline in the market for our Code Division
Multiple Access ("CDMA") -based technology; the effects of
consolidation in the telecommunications industry; general economic,
business, political and social conditions in the areas in which we
operate, including the effects of downturns in the economy, world
events, terrorism, hurricanes, tornadoes, wind storms and other
natural disasters; our ability to generate cash and the
availability and cost of additional capital to fund our operations
and our significant planned capital expenditures; our need to
refinance or amend existing indebtedness prior to its stated
maturity; the effects of governmental regulation of the
telecommunications industry; our ability to attract and retain
qualified personnel; the effects of network disruptions and system
failures; our ability to manage, implement and monitor billing and
operational support systems; the results of litigation filed or
which may be filed against us or our vendors, including litigation
relating to wireless billing, using wireless telephones while
operating an automobile and litigation relating to infringement of
patents; the effects of scientific reports that may demonstrate
possible health effects of radio frequency transmission from use of
wireless telephones; the influence on us by our significant
stockholder and anti-takeover provisions and other risks referenced
from time to time in the Company's filings with the Securities and
Exchange Commission. All forward-looking statements included in
this release are based upon information available to Centennial as
of the date of the release, and we assume no obligation to update
or revise any such forward-looking statements.
For investor and media inquiries please contact: Steve E.
Kunszabo Executive Director, Investor Relations 732-556-2220
Centennial Communications (NASDAQ:CYCL)
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