Termination of Merger Agreement
14 Januar 2009 - 2:00PM
UK Regulatory
TIDMFCOM
RNS Number : 6274L
First Communications, Inc.
14 January 2009
First Communications, Inc. and Renaissance Acquisition Corp.
Jointly Terminate Merger Agreement
AKRON, OH, January 14, 2009 -- First Communications, Inc. (AIM: FCOM) a leading
Midwest competitive local exchange carrier and owner of wireless
telecommunications towers, and Renaissance Acquisition Corp (AMEX: RAK)
("Renaissance") today jointly announced they have mutually agreed to terminate
their merger agreement (the "Merger Agreement") dated September 13, 2008, as
amended, pursuant to which First Communications would have merged with
Renaissance and become a listed company on the Nasdaq Global Market.
Renaissance has recently been informed by the United States Securities and
Exchange Commission that it would require First Communications to provide, in
Renaissance's proxy statement, fiscal year audited financial statements for
additional historical periods for entities acquired by First Communications.
Both companies have determined that it would not be possible to provide these
financial statements within sufficient time to close the transaction prior to
January 29, 2009, the deadline for Renaissance to complete a business
combination.
First Communications continues to integrate its most recent acquisition,
GlobalCom, and is ahead of expected cost savings associated with combining
GlobalCom's operations with First Communications. It is also seeing an increased
demand in new wireless site reservations based on recent marketing efforts.
First Communications will at this time remain admitted to trading on AIM and
will continue to seek to capitalise on both organic and acquisition-led growth
opportunities that have been identified.
Ray Hexamer, First Communications' CEO, noted, "Although we are disappointed
that timing and other factors have resulted in the termination of this
transaction, we remain confident about the prospects for our company and believe
that First Communications is well positioned as a leader in its sector. We will
continue to focus on executing our business strategy and driving value for our
shareholders."
Barry Florescue, Chairman and CEO of Renaissance, stated, "As sponsors of
Renaissance, our management team worked tirelessly to bring an attractive
acquisition opportunity forward for a public vote. We are disappointed that we
were unable to do so. At this time, we will work to expeditiously liquidate our
trust fund in order to provide liquidity to our public shareholders as soon as
practicable."
About Renaissance
Renaissance is a "blank check" company formed to acquire, through a merger,
capital stock exchange, asset acquisition, reorganization or similar business
combination, one or more businesses, which it believes has significant growth
potential. In 2007, Renaissance through its initial public offering raised, net
of fees and expenses, approximately $107 million which included $2.1 million in
a private placement of warrants that were deposited into a trust account.
Renaissance has dedicated its time since the initial public offering to seeking
and evaluating business combination opportunities. Renaissance's amended and
restated certificate of incorporation provides for the termination of
Renaissance's corporate existence and mandatory liquidation if Renaissance does
not consummate a business combination by January 29, 2009.
About First Communications
First Communications is a leading competitive local exchange carrier in the
Midwestern United States. Founded in 1998, First Communications has built a
highly scalable telecommunications platform, infrastructure and support system,
which represents a combination of world-class technology, and cutting-edge
product offerings. First Communications has over 214,000 customers, owns 3,500
miles of fiber and owns and manages 327 wireless towers leased to 420 tenants,
with contractual rights and significant opportunity to increase the number of
towers. First Communications is led by a strong management team that has
operated telecom companies throughout all cycles of the telecommunications
market.
+-----------------------------+-----------------------------+
| For further information: |
| |
+-----------------------------------------------------------+
| First Communications, Inc. |
+-----------------------------------------------------------+
| Joe Morris | Tel: (330) 835-2472 |
+-----------------------------+-----------------------------+
| |
+-----------------------------------------------------------+
| Renaissance Acquisition Corp. |
+-----------------------------------------------------------+
| Mark Seigel | Tel: (954) 784-3031 |
+-----------------------------+-----------------------------+
| |
+-----------------------------------------------------------+
| Financial Dynamics |
+-----------------------------------------------------------+
| Haya Chelhot / Hazel | Tel: +44 (207) 831-3113 |
| Stevenson / | |
+-----------------------------+-----------------------------+
| Sherrie Weldon | Tel: (212) 850-5658 |
+-----------------------------+-----------------------------+
| | |
+-----------------------------+-----------------------------+
| Collins Stewart Europe Limited - Nominated Adviser and |
| Broker |
+-----------------------------------------------------------+
| Stewart Wallace | Tel: +44 (207) 523-8350 |
+-----------------------------+-----------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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