WAYNESBORO, Va., Sept. 17, 2015 /PRNewswire/ -- NTELOS Holdings
Corp. ("NTELOS" or the "Company"; NASDAQ: NTLS) announced
today that it has set the date for the Company's 2015 Annual
Meeting of Stockholders (the "Annual Meeting") as well as the
record date for stockholders eligible to vote at the Annual
Meeting.
The Annual Meeting will be held on Wednesday, November 11,
2015 at 9:00 a.m. Eastern time
at the offices of Mayer Brown, 1221 Avenue of the Americas,
New York, NY
10020. Stockholders of record as of close of
business on Friday, October 9, 2015 will be eligible
to vote at the meeting. Stockholder proposals submitted in
accordance with Section 14a-8 of the Securities Exchange Act of
1934 must be received by the Secretary of the Company at 1154
Shenandoah Village Drive, Waynesboro,
Virginia 22980 no later than the close of business on
October 2, 2015.
Among the proposals to be voted on at the Annual Meeting is the
adoption of the Agreement and Plan of Merger among the Company,
Shentel Telecommunications Company ("Shentel"; NASDAQ: SHEN) and
Gridiron Merger Sub, Inc., and approval of the merger as set forth
therein.
Additional information about the Annual Meeting will be
contained in the Company's Proxy Statement which will be mailed to
stockholders of record prior to the Annual Meeting.
About NTELOS
NTELOS Holdings Corp. (NTLS), operating through its subsidiaries
as "nTelos Wireless," is headquartered in Waynesboro, Va., and provides high-speed,
dependable nationwide voice and data coverage for approximately
297,500 retail subscribers based in its Western Markets, comprised
of western Virginia, West Virginia and portions of Maryland, North
Carolina, Pennsylvania,
Ohio and Kentucky. The Company's licensed territories
in the Western Markets have a total population of approximately 4.4
million residents, of which its wireless network covers
approximately 3.1 million residents. The Company is also the
exclusive wholesale provider of wireless network services to Sprint
Corporation in portions of its western Virginia and West
Virginia territories for all Sprint wireless customers.
Forward Looking Statements
This document may contain statements, estimates or projections
that constitute "forward-looking statements" as defined under U.S.
federal securities laws. Generally, the words "believe," "expect,"
"intend," "plan," "estimate," "anticipate," "project," "will,"
"may" "should," and similar expressions identify forward-looking
statements, which generally are not historical in nature.
Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update any of them
publicly in light of new information or future events. The
forward-looking statements are or may be based on a series of
projections and estimates and involve risks and uncertainties.
These risks and uncertainties include such factors as: (1) the
Company may be unable to obtain stockholder approval as required
for the merger; (2) conditions to the closing of the merger,
including, without limitation, the consummation of certain
transactions between Shentel and Sprint, may not be satisfied and
required regulatory approvals may not be obtained; (3) the merger
may involve unexpected costs, liabilities or delays; (4) the risks
related to disruption of management's attention from the Company's
ongoing business operations due to the transaction, (5) the effect
of the announcement of the transaction on the ability of the
Company to retain and hire key personnel and maintain relationships
with its customers, suppliers and others with whom it does
business, or on its operating results and business generally, (6)
the outcome of any legal proceedings related to the merger; (7) the
Company may be adversely affected by other economic, business,
and/or competitive factors; (8) the occurrence of any event, change
or other circumstances that could give rise to the termination of
the merger agreement; (9) changes in the legal or regulatory
environment; and (10) other risks to consummation of the merger,
including the risk that the merger will not be consummated within
the expected time period or at all. If the merger is consummated,
the Company stockholders will cease to have any equity interest in
the Company and will have no right to participate in its earnings
and future growth. Additional factors that may affect the future
results of the Company are set forth in its filings with the
Securities and Exchange Commission (SEC), including without
limitation its Annual Report on Form 10-K for the year ended
December 31, 2014 and its Quarterly
Reports on Form 10-Q filed thereafter, which are available on the
SEC's website at www.sec.gov.
Additional Information and Where to Find It
This document does not constitute a solicitation of any vote or
approval. In connection with the proposed transaction, NTELOS has
filed a preliminary proxy with the SEC and will mail or otherwise
provide to its stockholders a definitive proxy statement regarding
the proposed transaction. BEFORE MAKING ANY VOTING DECISION,
NTELOS'S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER
OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders
may obtain a free copy of the proxy statement and other documents
that NTELOS files with the SEC (when available) from the SEC's
website at www.sec.gov and on NTELOS's investor relations section
website at ir.ntelos.com. In addition, the proxy statement and
other documents filed by NTELOS with the SEC (when available) may
be obtained from NTELOS free of charge by directing a request to
NTELOS's Public Relations advisor at KCSA Strategic Communications,
880 Third Avenue, 6th Floor, New York,
NY 10022.
NTELOS and its directors, executive officers and employees may
be deemed, under SEC rules, to be participants in the solicitation
of proxies from NTELOS stockholders with respect to the proposed
acquisition of NTELOS. Security holders may obtain information
regarding the names, affiliations and interests of such individuals
in NTELOS's Annual Report on Form 10-K for the year ended
December 31, 2014. Additional
information regarding the interests of such individuals in the
proposed acquisition of NTELOS will be included in the proxy
statement relating to such acquisition when it is filed with the
SEC. These documents may be obtained free of charge from the SEC's
website at www.sec.gov and NTELOS's investor relations website at
ir.ntelos.com.
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SOURCE NTELOS Holdings Corp.