Consolidated Communications and SureWest Announce Cash/Stock Election Deadline and Closing Date for Pending Merger
12 Juni 2012 - 7:45PM
Consolidated Communications Holdings, Inc. (Nasdaq:CNSL)
("Consolidated") and SureWest Communications (Nasdaq:SURW)
("SureWest") announced today that
the deadline for SureWest
shareholders to elect the form of merger consideration they wish to
receive in connection with the pending merger between Consolidated
and SureWest will be 5:00 p.m. eastern time on Thursday June 28,
2012 (the "Election Deadline"). The companies have
scheduled July 2, 2012 as the closing date of the merger.
Pursuant to the merger agreement between Consolidated and
SureWest, each record holder of SureWest common stock may make one
of the following elections, or a combination of the two, at or
prior to the Election Deadline, regarding the type of merger
consideration they wish to receive in exchange for shares of
SureWest common stock:
- a cash election to receive $23.00 in cash, without interest,
for each share of SureWest common stock, subject to a proration or
- a stock election to receive shares of Consolidated common stock
having an equivalent value based on average trading prices for the
20-day period ending two days before the closing date of the
merger, subject to a collar so that there will be a maximum
exchange ratio of 1.40565 shares of Consolidated common stock for
each share of SureWest common stock and a minimum of 1.03896 shares
of Consolidated common stock for each share of SureWest common
stock, subject to a proration.
Overall elections are subject to a proration so that 50% of the
SureWest shares (treating equity award shares as outstanding
shares) will be exchanged for cash and 50% for Consolidated
stock.
In order to make an election, the properly completed and signed
Form of Election and Letter of Transmittal must be received by the
Exchange Agent for the merger, Computershare Trust Company N.A., at
or prior to the Election Deadline in accordance with the
instructions accompanying the Form of Election and Letter of
Transmittal. The Form of Election and Letter of Transmittal
must be accompanied either by certificate(s) representing all the
shares of SureWest common stock covered by the Form of Election and
Letter of Transmittal or by a properly completed and signed notice
of guaranteed delivery, as described in such instructions.
If a record holder of SureWest common stock submits a Form of
Election and Letter of Transmittal at or prior to the Election
Deadline that is accompanied by a notice of guaranteed delivery,
the Exchange Agent will consider such Form of Election and Letter
of Transmittal to be effective only if the certificate(s)
representing the SureWest shares for which such election was made
are received by the Exchange Agent by 5:00 p.m. eastern time on
July 5, 2012 (or if confirmation of a book-entry transfer of such
shares into the Exchange Agent's account is received by such date
and time).
If a SureWest shareholder does not submit a properly completed
Form of Election and Letter of Transmittal (together with any stock
certificate(s) representing the shares of SureWest common stock
covered by the election, or a properly completed and signed notice
of guaranteed delivery as described above), the shareholder will
have no control over the type of merger consideration
received. SureWest shareholders who fail to make an election
are likely to receive the form of consideration having the lower
value depending on the relative values of the cash and stock
consideration at the time of the Merger closing.
Any SureWest shareholder who holds the SureWest shares in
"street name" through a bank, broker or other nominee should follow
the instructions given by such bank, broker or other nominee for
making an election with respect to those shares.
SureWest shareholders may revoke an election at or prior to the
election deadline by submitting a written notice of revocation to
the Exchange Agent at or prior to the election deadline.
Revocations must specify the name in which the shares are
registered on the share transfer books of SureWest and such other
information as the Exchange Agent may request. If SureWest
shareholders wish to submit a new election, they must do so in
accordance with the election procedures described in the joint
proxy statement/prospectus and the form of election, which were
previously sent to SureWest shareholders. If SureWest
shareholders instructed a broker or other nominee holder to submit
an election for their shares, they must follow the broker's or
other nominee's directions for changing those instructions.
The notice of revocation must be received by the
Exchange Agent at or prior to the election deadline in order for
the revocation to be valid.
SureWest shareholders are encouraged to obtain current market
quotations for Consolidated common stock before deciding what
elections to make.
Safe Harbor
Any statements other than statements of historical facts,
including statements about management's beliefs and expectations,
are forward-looking statements and should be evaluated as such.
These statements are made on the basis of management's views and
assumptions regarding future events and business performance. Words
such as "estimate," "believe," "anticipate," "expect," "intend,"
"plan, "target," "project," "should," "may," "will" and similar
expressions are intended to identify forward-looking statements.
Forward-looking statements (including oral representations) involve
risks and uncertainties that may cause actual results to differ
materially from any future results, performance or achievements
expressed or implied by such statements. These risks and
uncertainties include the ability of Consolidated to complete the
acquisition of SureWest, successfully integrate the operations of
SureWest and realize the synergies from the acquisition, as well as
a number of other factors related to the businesses of Consolidated
and SureWest, including various risks to stockholders of not
receiving dividends and risks to Consolidated's ability to pursue
growth opportunities if Consolidated continues to pay dividends
according to the current dividend policy; various risks to the
price and volatility of Consolidated's common stock; the
substantial amount of debt and Consolidated's ability to repay or
refinance it or incur additional debt in the future; Consolidated's
need for a significant amount of cash to service and repay the debt
and to pay dividends on Consolidated's common stock; changes in the
valuation of pension plan assets; restrictions contained in
Consolidated's debt agreements that limit the discretion of
management in operating the business; regulatory changes, including
changes to subsidies, rapid development and introduction of new
technologies and intense competition in the telecommunications
industry; risks associated with Consolidated's possible pursuit of
acquisitions; economic conditions in Consolidated's and SureWest's
service areas; system failures; losses of large customers or
government contracts; risks associated with the rights-of-way for
the network; disruptions in the relationship with third party
vendors; losses of key management personnel and the inability to
attract and retain highly qualified management and personnel in the
future; changes in the extensive governmental legislation and
regulations governing telecommunications providers and the
provision of telecommunications services; telecommunications
carriers disputing and/or avoiding their obligations to pay network
access charges for use of Consolidated's or SureWest's network;
high costs of regulatory compliance; the competitive impact of
legislation and regulatory changes on the telecommunications
industry; and liability and compliance costs regarding
environmental regulations. These and other risks and uncertainties
are discussed in more detail in Consolidated's and SureWest's
filings with the Securities and Exchange Commission, including the
companies' respective reports on Form 10-K and Form 10-Q.
Many of these risks are beyond management's ability to control
or predict. All forward-looking statements attributable to
Consolidated, SureWest or persons acting on behalf of each of them
are expressly qualified in their entirety by the cautionary
statements and risk factors contained in this communication and the
companies' filings with the Securities and Exchange Commission.
Because of these risks, uncertainties and assumptions, you should
not place undue reliance on these forward-looking statements.
Furthermore, forward-looking statements speak only as of the date
they are made. Except as required under the federal securities laws
or the rules and regulations of the Securities and Exchange
Commission, we do not undertake any obligation to update or review
any forward-looking information, whether as a result of new
information, future events or otherwise.
Proxy Statement/Prospectus
This material is not a substitute for the joint proxy
statement/prospectus Consolidated and SureWest filed with the
Securities and Exchange Commission on March 28, 2012, which, as
amended, was declared effective on April 24, 2012.
Investors in Consolidated or SureWest are urged to read the
joint proxy statement/prospectus, which contains important
information, including detailed risk factors. The joint
proxy statement/prospectus is, and other documents which will be
filed by Consolidated and SureWest with the Securities and Exchange
Commission will be, available free of charge at the Securities and
Exchange Commission's website, www.sec.gov, or by directing a
request to Consolidated Communications, 121 South 17th Street,
Mattoon, IL 61938, Attention: Investor Relations; or to SureWest
Communications, 8150 Industrial Avenue, Building A, Roseville,
California 95678, Attention: Investor Relations. The definitive
joint proxy statement/prospectus was first mailed to Consolidated's
stockholders and shareholders of SureWest on May 1, 2012.
CONTACT: Matt Smith
Treasurer & Investor Relations
217-258-2959
Matthew.smith@consolidated.com
Misty Wells
Investor Relations
916-786-1799
m.wells@surewest.com
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