Covad Announces Hart-Scott-Rodino Clearance for Acquisition by Platinum Equity
20 Februar 2008 - 3:00PM
Business Wire
Covad Communications Group Inc., (AMEX:DVW), a leading national
provider of integrated voice and data communications, announced
today that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act had expired on February 19, effectively providing
anti-trust clearance for its proposed acquisition by an affiliate
of Platinum Equity. The acquisition is still subject to the
approval of Covad�s stockholders and the satisfaction of customary
closing conditions, including approval of the Federal
Communications Commission and state public utility commissions in
many of the states in which Covad operates. Under the terms of the
agreement, which was unanimously approved by Covad�s Board of
Directors following the recommendation of its special committee, an
affiliate of Platinum Equity will acquire all outstanding shares of
Covad for $1.02 per share in cash. Covad�s special meeting of
stockholders to approve the merger is scheduled for February 29,
2008. The transaction is expected to close by the end of the second
quarter of 2008. About Covad Covad is a leading nationwide provider
of integrated voice and data communications. The company offers
DSL, Voice Over IP, T1, broadband wireless, Web hosting, managed
security, IP and dial-up, and bundled voice and data services
directly through Covad's network and through Internet Service
Providers, value-added resellers, telecommunications carriers and
affinity groups to small and medium-sized businesses and home
users. Covad broadband services are currently available across the
nation in 44 states and 235 Metropolitan Statistical Areas (MSAs)
and can be purchased by more than 57 million homes and businesses,
which represent over 50 percent of all US homes and businesses.
Corporate headquarters is located at 110 Rio Robles San Jose, CA
95134. Telephone: 1-888-GO-COVAD. Web Site: www.covad.com. About
Platinum Equity Platinum Equity (www.platinumequity.com) is a
global M&A&O� firm specialized in the merger, acquisition
and operation of companies that provide services and solutions to
customers in a broad range of business markets, including
information technology, software, telecommunications, logistics,
manufacturing, metals services and distribution. Since its founding
in 1995 by entrepreneur Tom Gores, Platinum Equity has completed
more than 75 acquisitions with more than $23 billion in aggregate
annual revenue at time of acquisition. About the Transaction In
connection with the proposed merger, Covad has filed a proxy
statement with the Securities and Exchange Commission. Investors
and security holders are advised to read the proxy statement
because it contains important information. Investors and security
holders may obtain a free copy of the proxy statement and other
documents filed by Covad at the Securities and Exchange
Commission�s Web site at http://www.sec.gov. The proxy statement
and such other documents may also be obtained free of charge from
Covad by directing such request to Covad Communications Group Inc.,
110 Rio Robles, San Jose, CA Attention: Investor Relations;
Telephone: 408-434-2130. Covad and its directors, executive
officers and other members of its management and employees may be
deemed to be participants in the solicitation of proxies from its
stockholders in connection with the proposed merger. Information
concerning the interests of these individuals in the solicitation
is set forth in Covad�s proxy statement relating to the merger.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995: The foregoing contains "forward-looking
statements" which are based on management's current information and
beliefs as well as on a number of assumptions concerning future
events made by management. Examples of forward-looking statements
include the expected time of consummation of the merger. Readers
are cautioned not to put undue reliance on such forward-looking
statements, which are not a guarantee of performance and are
subject to a number of uncertainties and other factors, many of
which are outside Covad's control that could cause actual results
to differ materially from such statements. These risk factors
include the ability of the parties to the agreement to satisfy the
conditions to consummation of the merger, the impact of increasing
competition, pricing pressures, consolidation in the
telecommunications industry, uncertainty in telecommunications
regulations and changes in technologies, among other risks. For a
more detailed description of the risk factors that could cause such
a difference, please see Covad's 10-K, 10-Q, 8-K and other filings
with the Securities and Exchange Commission. Covad disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. This information is presented solely to provide
additional information to further understand Covad.
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