MONROE, La., Aug. 23, 2017 /PRNewswire/ -- The State of
New Jersey has approved CenturyLink, Inc.'s (NYSE: CTL) pending
acquisition of Level 3 Communications, Inc. (NYSE: LVLT). With the
New Jersey approval, California is the only state that has yet to
approve or clear the acquisition.
New Jersey joins Alaska, Colorado, Delaware, Georgia, Hawaii, Maryland, Minnesota, Mississippi, New
York, Ohio, Pennsylvania, Utah, Virginia, Washington, West
Virginia and the District of
Columbia in approving the acquisition. The transaction has
also received regulatory clearance from Connecticut, Indiana, Louisiana, Montana, Nevada, Texas
and Puerto Rico. The transaction
remains subject to the company receiving various regulatory
approvals and other customary closing conditions.
"We're pleased to announce, with the addition of New Jersey, 24 states and territories have
approved or cleared CenturyLink's acquisition of Level 3 and
recognize this transaction is clearly in the public interest," said
CenturyLink Senior Vice President for Public Policy and Government
Relations John F. Jones. "We
continue to work with the California Public Utilities Commission
and federal regulatory agencies to secure the remaining approvals
necessary to reach our target transaction closing date at the end
of the third quarter 2017."
The combined company is expected to offer customers a broader
and more complementary range of services and solutions, and
position the company to enable the advanced technology and growing
bandwidth needs of its customers, including consumers, small
businesses, large businesses, large multinational enterprises and
government entities.
About CenturyLink
CenturyLink (NYSE: CTL) is a global
communications and IT services company focused on connecting its
customers to the power of the digital world. CenturyLink offers
network and data systems management, big data analytics, managed
security services, hosting, cloud, and IT consulting services. The
company provides broadband, voice, video, advanced data and managed
network services over a robust 265,000-route-mile U.S. fiber
network and a 360,000-route-mile international transport network.
Visit CenturyLink for more information.
Forward Looking Statements
Except for the historical and factual information contained herein,
the matters set forth in this communication, including statements
regarding the expected timing and benefits of the proposed
transaction, such as efficiencies, cost savings, enhanced revenues,
growth potential, market profile and financial strength, and the
competitive ability and position of the combined company, and other
statements identified by words such as "will," "estimates,"
"anticipates," "believes," "expects," "projects," "plans,"
"intends," "may," "should," "could," "seeks" and similar
expressions, are forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are
subject to a number of risks, uncertainties and assumptions, many
of which are beyond our control. These forward-looking
statements, and the assumptions upon which they are based, (i) are
not guarantees of future results, (ii) are inherently speculative
and (iii) are subject to a number of risks and uncertainties.
Actual events and results may differ materially from those
anticipated, estimated, projected or implied in those statements if
one or more of these risks or uncertainties materialize, or if
underlying assumptions prove incorrect. Factors that could affect
actual results include but are not limited to: the ability of
the parties to timely and successfully receive the required
approvals for the combination from regulatory agencies free of
conditions materially adverse to the parties; the possibility that
the anticipated benefits from the proposed transaction cannot be
fully realized or may take longer to realize than expected; the
possibility that costs, difficulties or disruptions related to the
integration of Level 3's operations with those of CenturyLink
will be greater than expected; the ability of the combined company
to retain and hire key personnel; the effects of competition from a
wide variety of competitive providers, including lower demand for
CenturyLink's legacy offerings; the effects of new, emerging or
competing technologies, including those that could make the
combined company's products less desirable or obsolete; the effects
of ongoing changes in the regulation of the communications
industry, including the outcome of regulatory or judicial
proceedings relating to intercarrier compensation, interconnection
obligations, access charges, universal service, broadband
deployment, data protection and net neutrality; adverse changes in
CenturyLink's or the combined company's access to credit markets on
favorable terms, whether caused by changes in its financial
position, lower debt credit ratings, unstable markets or otherwise;
the combined company's ability to effectively adjust to changes in
the communications industry, and changes in the composition of its
markets and product mix; possible changes in the demand for, or
pricing of, the combined company's products and services, including
the combined company's ability to effectively respond to increased
demand for high-speed broadband service; changes in the operating
plans, capital allocation plans or corporate strategies of the
combined company, whether based on changes in market conditions,
changes in the cash flows or financial position of the combined
company, or otherwise; the combined company's ability to
successfully maintain the quality and profitability of its existing
product and service offerings and to introduce new offerings on a
timely and cost-effective basis; the adverse impact on the combined
company's business and network from possible equipment failures,
service outages, security breaches or similar events impacting its
network; the combined company's ability to maintain favorable
relations with key business partners, customers, suppliers,
vendors, landlords and financial institutions; the ability of the
combined company to utilize net operating losses in amounts
projected; changes in the future cash requirements of the combined
company; and other risk factors and cautionary statements as
detailed from time to time in each of CenturyLink's and Level 3's
reports filed with the U.S. Securities and Exchange Commission (the
"SEC"). Due to these risks and uncertainties, there can be no
assurance that the proposed combination or any other transaction
described above will in fact be completed in the manner described
or at all. You should be aware that new factors may emerge
from time to time and it is not possible for us to identify all
such factors nor can we predict the impact of each such factor on
the proposed combination or the combined company. You should
not place undue reliance on these forward‑looking statements, which
speak only as of the date of this communication. Unless
legally required, CenturyLink and Level 3 undertake no
obligation and each expressly disclaim any such obligation, to
update publicly any forward-looking statements, whether as a result
of new information, future events, changed events or otherwise.
Additional Information
In connection with the proposed combination, CenturyLink filed a
registration statement on Form S-4 with the SEC (Registration
Statement No. 333-215121) which was declared effective by the SEC
on February 13, 2017.
CenturyLink and Level 3 have filed a joint proxy
statement/prospectus and will file other relevant documents
concerning the proposed transaction with the SEC. CenturyLink and
Level 3 began mailing the definitive joint proxy
statement/prospectus to their respective security holders on or
about February 13, 2017. The
definitive joint proxy statement/prospectus, dated as of
February 13, 2017, contains important
information about CenturyLink, Level 3, the proposed combination
and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED COMBINATION OR INCORPORATED BY REFERENCE IN THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain
the definitive joint proxy statement/prospectus and the filings
that are incorporated by reference in the definitive joint proxy
statement/prospectus, as well as other filings containing
information about CenturyLink and Level 3, free of charge, at the
website maintained by the SEC at www.sec.gov. Investors and
security holders may also obtain these documents free of charge by
directing a request to CenturyLink, 100 CenturyLink Drive,
Monroe, Louisiana 71203,
Attention: Corporate Secretary, or to Level 3, 1025 Eldorado
Boulevard, Broomfield, Colorado
80021, Attention: Investor Relations.
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SOURCE CenturyLink, Inc.