ISS Recommends PAETEC Stockholders Vote 'FOR' Proposed Merger with Windstream Corporation
18 Oktober 2011 - 2:30PM
Business Wire
PAETEC Holding Corp. (NASDAQ: PAET) announced that Institutional
Shareholder Services (ISS), the leading independent proxy advisory
firm, supports the merger agreement providing for the acquisition
of PAETEC by Windstream Corporation (NASDAQ: WIN) and recommends
that PAETEC stockholders vote “FOR”' the merger proposal.
“We appreciate the support that ISS has given to our combination
with Windstream,” said Arunas A. Chesonis, chairman and CEO.
“Together with Windstream, we will be a formidable national
telecommunications provider with far denser network assets, an
expansive fiber infrastructure and larger data center footprint. We
look forward to realizing the many benefits this combination
creates.”
As previously announced, PAETEC and Windstream entered into a
definitive merger agreement under which Windstream would acquire
PAETEC in a stock-for-stock merger. Under the terms of the
agreement, each outstanding share of PAETEC common stock would be
converted into 0.460 shares of Windstream common stock. The
companies continue to expect the merger to be completed by December
31, 2011, following the satisfaction or waiver of all conditions to
the merger, including PAETEC stockholder approval and the receipt
of all regulatory approvals that are required to be obtained
pursuant to the merger agreement.
PAETEC will hold a special meeting of its stockholders to
consider and vote upon, among other things, the proposal to adopt
the merger agreement and approve the merger between PAETEC and
Windstream and the other transactions contemplated by the merger
agreement on Thursday, October 27, 2011 at 10:00 a.m. ET at the
Hilton Manhattan East located at 304 East 42nd Street, New York, NY
10017. PAETEC stockholders of record as of the close of business on
September 12, 2011 will be entitled to vote at the special
meeting.
Stockholders who have questions about the merger, need
assistance in submitting their proxy or voting their shares, or who
need additional copies of the proxy statement/prospectus or proxy
card, should contact PAETEC’s proxy solicitor, Morrow & Co.,
LLC, at (203) 658-9400 or toll free at (800) 276-3011.
About PAETEC
PAETEC (NASDAQ GS: PAET) is personalizing communications and
energy solutions in 86 of the top 100 metropolitan areas across the
United States. We offer a comprehensive suite of network services
(voice, data and fiber solutions), as well as managed services,
cloud and data center services, software and technology,
and energy services. For more information,
visit www.paetec.com.
Additional Information
This communication relates to the proposed merger transaction
pursuant to the terms of the Agreement and Plan of Merger, dated as
of July 31, 2011, among PAETEC Holding Corp. (“PAETEC”),
Windstream Corporation (“Windstream”) and Peach Merger Sub, Inc., a
wholly-owned subsidiary of Windstream.
In connection with the proposed merger transaction, Windstream
has filed with the Securities and Exchange Commission (SEC) a
registration statement on Form S-4 that was declared effective by
the SEC on September 19, 2011. The proxy statement/prospectus,
which forms a part of the Form S-4, was mailed by PAETEC to
PAETEC’s stockholders on or about September 22, 2011. Each of
Windstream and PAETEC may file other relevant documents concerning
the proposed merger transaction. Investors and security holders are
advised to read the proxy statement/prospectus and any other
relevant documents relating to the merger transaction when they
become available, because those documents contain important
information about PAETEC, Windstream and the proposed merger
transaction.
Investors and security holders may obtain a free copy of the
proxy statement/prospectus and other relevant documents concerning
the proposed merger transaction at the SEC’s website at
www.sec.gov, PAETEC’s website at www.paetec.com and Windstream’s
website at www.windstream.com. In addition, copies of the proxy
statement/prospectus and such other documents may be obtained from
PAETEC free of charge by directing a request to PAETEC Holding
Corp., One PAETEC Plaza, Fairport, New York 14450, Attn: Investor
Relations, telephone: (585) 340-2500.
Certain Information Regarding Participants
PAETEC and its directors and executive officers may be deemed,
under SEC rules, to be participants in the solicitation of proxies
from PAETEC’s stockholders with respect to the proposed merger
transaction. Security holders may obtain information regarding the
names, affiliations and interests of such individuals in the
proposed merger transaction in the proxy statement/prospectus.
Copies of the proxy statement/prospectus may be obtained free of
charge from the SEC’s website at www.sec.gov, PAETEC’s website at
www.paetec.com and Windstream’s website at www.windstream.com, or
from PAETEC at the address set forth in the previous paragraph.
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