Consolidated Communications Completes Acquisition of North Pittsburgh Systems, Inc. and Plans First Quarter 2008 Launch of IPTV
31 Décembre 2007 - 5:50PM
PR Newswire (US)
MATTOON, Ill., Dec. 31 /PRNewswire-FirstCall/ -- Consolidated
Communications Holdings, Inc. ("Consolidated") (NASDAQ:CNSL)
announced today that it has completed the previously announced
acquisition of North Pittsburgh Systems, Inc. ("North Pittsburgh")
(NASDAQ:NPSI), for approximately $362.6 million, based upon the
closing price of Consolidated's common stock on December 28, 2007.
The acquired company will operate in Pennsylvania under the
Consolidated Communications brand name. "We are excited to complete
this transaction and are looking forward to the opportunities that
lie ahead," said Bob Currey, Consolidated's President and Chief
Executive Officer. "We have said from the start that North
Pittsburgh has a strong network that, when coupled with
Consolidated's back office platforms and technical experience, can
be leveraged to roll out enhanced broadband services. We plan to
launch our IPTV product in the North Pittsburgh area in the first
quarter of 2008 and expect to pass approximately 12,000 homes at
that time. By the end of 2008, we anticipate passing a total of
approximately 34,000 homes." The merger agreement provided that
North Pittsburgh shareholders could elect to receive either $25.00
in cash, without interest, or 1.1061947 shares of Consolidated
common stock for each share of North Pittsburgh common stock,
subject to proration so that 80 percent of the North Pittsburgh
shares are exchanged for cash and 20 percent are exchanged for
stock. Consolidated also announced the preliminary results of
elections made by North Pittsburgh shareholders and the preliminary
effect of proration. Of the 15,005,000 shares of North Pittsburgh
common stock outstanding immediately prior to closing the merger,
approximately: -- 13,378,590 shares, or 89.2 percent, elected to
receive cash; -- 1,361,806 shares, or 9.1 percent, elected to
receive stock; -- 264,604 shares, or 1.8 percent, did not make an
effective election. As a result, on a preliminary basis, North
Pittsburgh shares as to which a stock election was made will
receive Consolidated common stock; North Pittsburgh shares as to
which a cash election was made will receive cash for approximately
89.73 percent of those shares and Consolidated common stock for the
remainder; and shares with respect to which no effective election
was made will receive Consolidated common stock. Consolidated will
not issue any fractional shares of stock and, instead, each North
Pittsburgh shareholder immediately prior to the merger who would
otherwise be entitled to a fractional share of Consolidated common
stock (based on the total stock consideration into which the
holder's North Pittsburgh shares have been converted in the merger)
will receive an amount in cash equal to $18.53 multiplied by the
fractional share interest to which the shareholder would otherwise
be entitled. About Consolidated Consolidated Communications
Holdings, Inc. is an established rural local exchange company
providing voice, data and video services to residential and
business customers in Illinois, Texas and Pennsylvania. Each of the
operating companies has been operating in its local market for over
100 years. With approximately 286,500 ILEC access lines, 67,802
Competitive Local Exchange Carrier (CLEC) access line equivalents
(including 42,317 access lines and 2,286 DSL subscribers), 79,400
DSL subscribers across all subsidiaries, and 11,100 IPTV
subscribers, Consolidated Communications offers a wide range of
telecommunications services, including local and long distance
service, custom calling features, private line services, high-speed
Internet access, digital TV, carrier access services, and directory
publishing. Consolidated Communications is the 12th largest local
telephone company in the United States. Forward-Looking Statements
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," 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 Communications
Holdings, Inc. (the "Company") to successfully integrate the
operations of North Pittsburgh Systems, Inc. ("North Pittsburgh")
and realize the synergies from the acquisition, as well as a number
of other factors related to the businesses of the Company and North
Pittsburgh, including various risks to stockholders of not
receiving dividends and risks to the Company's ability to pursue
growth opportunities if the Company continues to pay dividends
according to the current dividend policy; various risks to the
price and volatility of the Company's common stock; the substantial
amount of debt and the Company's ability to incur additional debt
in the future; the Company's need for a significant amount of cash
to service and repay the debt and to pay dividends on the Company's
common stock; restrictions contained in the Company's debt
agreements that limit the discretion of management in operating the
business; the ability to refinance the existing debt as necessary;
regulatory changes, rapid development and introduction of new
technologies and intense competition in the telecommunications
industry; risks associated with the Company's possible pursuit of
acquisitions; economic conditions in the Company's and North
Pittsburgh's service areas in Illinois, Texas and Pennsylvania;
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 the Company's network; high costs of regulatory compliance;
the competitive impact of legislation and regulatory changes in the
telecommunications industry; and liability and compliance costs
regarding environmental regulations. These and other risks and
uncertainties are discussed in more detail in the Company's and
North Pittsburgh's filings with the Securities and Exchange
Commission, including their 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
the Company or persons acting on behalf of the Company are
expressly qualified in their entirety by the cautionary statements
and risk factors contained in this communication and the Company's
and North Pittsburgh's respective 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.
DATASOURCE: Consolidated Communications Holdings, Inc. CONTACT:
Stephen Jones, Vice President - Investor Relations, of Consolidated
Communications Holdings, Inc., +1-217-258-9522, ; or Investor
Relations, Kirsten Chapman or Dahlia Bailey, , both of Lippert |
Heilshorn & Associates, +1-415-433-3777, for Consolidated
Communications Holdings, Inc. Web site:
http://www.consolidated.com/
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