MATTOON, Ill., July 2, 2012 (GLOBE NEWSWIRE) — Consolidated
Communications Holdings, Inc. (“Consolidated”) (NASDAQ:CNSL, news, filings) announced
today that it has completed the previously announced acquisition of
SureWest Communications, Inc. (“SureWest”) (NASDAQ:SURW), for
approximately $324 million, exclusive of debt, based upon the closing
price of Consolidated’s common stock on June 29, 2012.
“We are excited to complete this process and are looking forward to the
opportunities that lie ahead,” said Bob Currey, Consolidated’s
President and Chief Executive Officer. “This transaction with SureWest
brings together our consistent cash flows with SureWest’s growth to
create a financially strong company with a robust balance sheet and
attractive dividend payout ratio. The combined company provides a
diverse set of revenues and cash flows across multiple markets
resulting in a stronger, more competitive company.”
The merger agreement provided that each record holder of SureWest
common stock could 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 were 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.
The average trading prices for the 20-day period ending two days before
the closing date of the merger was $14.44. As a result, at the
effective time of the merger, 50% of the shares of SureWest common
stock (treating equity award shares as outstanding) converted into the
right to receive $23.00 in cash, without interest, per share, for an
approximate total of $170 million in cash, and each of the remaining
shares of SureWest common stock converted into the right to receive
1.40565 shares of common stock of Consolidated, or an approximate total
of 10,417,450 shares of the Consolidated common stock.
Consolidated also announced the preliminary results of elections made
by SureWest shareholders and the preliminary effect of proration. Of
the 14,776,178 shares of SureWest common stock and restricted stock
units outstanding immediately prior to closing the merger,
approximately:
— 956,183 shares were equity award shares, all of which were entitled to
receive cash;
— 10,094,049 shares, or 68.3 percent, elected to receive cash;
— 1,369,712 shares, or 9.2 percent, elected to receive stock; and
— 2,356,234 shares, or 15.9 percent, did not make an effective election.
As a result, on a preliminary basis, SureWest shares as to which a
stock election was made will receive Consolidated common stock;
SureWest shares as to which a cash election was made will receive cash
for approximately 66.9 percent of those shares and Consolidated common
stock for the remainder; and shares with respect to which no effective
election was made will receive Consolidated common stock. Consolidated
will not issue any fractional shares of stock and, instead, each
SureWest shareholder immediately prior to the merger who would
otherwise be entitled to a fractional share of Consolidated common
stock will receive an amount in cash equal to $14.44 multiplied by the
fractional share interest to which the shareholder would otherwise be
entitled.
About Consolidated
Consolidated Communications Holdings, Inc. is an established rural
local exchange company providing voice, data and video services to
residential and business customers in Illinois, Texas and Pennsylvania.
Each of the operating companies has been operating in its local market
for over 100 years. As of March 31, 2012, the Company had 226,167 ILEC
access lines, 89,672 Competitive Local Exchange Carrier (CLEC) access
line equivalents, 112,368 high-speed internet subscribers, 35,337 IPTV
subscribers and 9,569 VOIP lines. The Company offers a wide range of
telecommunications services, including local and long distance service,
custom calling features, private line services, high-speed Internet
access, digital TV, carrier access services and directory publishing.
About SureWest
SureWest Communications is a leading integrated communications provider
and the bandwidth leader in the markets it serves. Headquartered in
Northern California for more than 95 years, SureWest offers bundled
residential and commercial services in the greater Sacramento and
Kansas City regions that include IP-based digital and high definition
television, high speed internet, Voice over IP, and local and long
distance telephone. SureWest was the nation’s first provider to launch
residential HDTV over an IP network and offers one of the nation’s
fastest symmetrical internet services with speeds of up to 50 Mbps in
each direction on its fiber-to-the-home network.
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 Communications Holdings, Inc. (the “Company”) to complete
the acquisition of SureWest Communications (“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 the Company and SureWest, including various risks to
stockholders of not receiving dividends and risks to the Company’s
ability to pursue growth opportunities if the Company continues to pay
dividends according to the current dividend policy; various risks to
the price and volatility of the Company’s common stock; the substantial
amount of debt and the Company’s ability to repay or refinance it or
incur additional debt in the future; the Company’s need for a
significant amount of cash to service and repay the debt and to pay
dividends on the Company’s common stock; changes in the valuation of
pension plan assets; restrictions contained in the Company’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
the Company’s possible pursuit of acquisitions; economic conditions in
the Company’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 the Company’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
the Company’s and SureWest’s filings with the Securities and Exchange
Commission, including our 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 the Company,
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.
CONTACT: Matt Smith
Treasurer & Investor Relations
217-258-2959
matthew.smith@consolidated.com
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