Enventis Shareholders Approve Merger with Consolidated Communications
2014年10月9日 - 12:24AM
ビジネスワイヤ(英語)
Enventis Corporation (NASDAQ: ENVE), formerly HickoryTech, today
announced that Enventis shareholders overwhelmingly approved the
proposed merger with Consolidated Communications Holdings, Inc.
(Nasdaq: CNSL) at their special meeting held earlier today.
The voting results indicate more than 92 percent of votes cast
were in favor of the merger agreement, representing 74 percent of
Enventis outstanding shares.
As previously announced on June 30, 2014, the Boards of
Directors of both Enventis and Consolidated Communications approved
an agreement for Enventis to merge with Consolidated
Communications. This agreement is a tax-free, all-stock transaction
in which Consolidated Communications will acquire 100 percent of
Enventis’ 13.8 million (fully diluted) shares outstanding. Upon the
completion of the merger, Enventis shareholders will receive a
fixed exchange ratio of 0.7402 shares of CNSL common stock for each
share of ENVE common stock they own.
Enventis and Consolidated have received all Federal and State
regulatory approvals to complete the merger, and expect the
transaction to close on October 16, 2014.
Safe HarborThe Securities and Exchange Commission (“SEC”)
encourages companies to disclose forward-looking information so
that investors can better understand a company’s future prospects
and make informed investment decisions. Certain statements in this
press release are forward-looking statements and are made pursuant
to the safe harbor provisions of the Securities Litigation Reform
Act of 1995. These forward-looking statements reflect, among other
things, our current expectations, plans, strategies, and
anticipated financial results. There are a number of risks,
uncertainties, and conditions that may cause our actual results to
differ materially from those expressed or implied by these
forward-looking statements. These risks and uncertainties include
our ability to complete the merger and Consolidated’s ability to
successfully integrate Enventis’ operations and realize the
synergies from the acquisition, as well as a number of factors
related to Consolidated’s business and that of Enventis, including
economic and financial market conditions generally and economic
conditions in Consolidated’s and Enventis’ service areas; various
risks to shareholders 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; changes in the valuation of pension
plan assets; 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 the common
stock; restrictions contained in the 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; 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
and Enventis’ network; high costs of regulatory compliance; the
competitive impact of legislation and regulatory changes in the
telecommunications industry; and liability and compliance costs
regarding environmental regulations. A detailed discussion of these
and other risks and uncertainties that could cause actual results
and events to differ materially from such forward-looking
statements are discussed in more detail in Consolidated’s and
Enventis’ filings with the Securities and Exchange Commission,
including their reports on Form 10-K and Form 10-Q. Many of these
circumstances are beyond our ability to control or predict.
Moreover, forward-looking statements necessarily involve
assumptions on our part. These forward-looking statements generally
are identified by the words “believe,” “expect,” “anticipate,”
“estimate,” “project,” “intend,” “plan,” “should,” “may,” “will,”
“would,” “will be,” “will continue” or similar expressions. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements of Consolidated Communications
Holdings, Inc. and its subsidiaries to be different from those
expressed or implied in the forward-looking statements. All
forward-looking statements attributable to us or persons acting on
our behalf are expressly qualified in their entirety by the
cautionary statements that appear throughout this press release.
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 disclaim any intention or obligation to update or
revise publicly any forward-looking statements. You should not
place undue reliance on forward-looking statements.
Enventis Corporation Contact:Jennifer Spaude,
507-386-3765Director of Marketing, Public & Investor
Relationsjennifer.spaude@enventis.com
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