MONROE, La., Feb. 14, 2017 /PRNewswire/ -- Ohio and Utah
are the first states to approve the merger of CenturyLink, Inc.
(NYSE: CTL) and Level 3 Communications, Inc. (NYSE: LVLT). The
merger also received regulatory clearance from the state of
Nevada.
"The Ohio and Utah approvals for the CenturyLink - Level 3
merger indicate that following their review, these states
understand that this merger is focused on the enterprise business
market and will create more services and opportunities for the
combined companies' customers, employees and the communities we
serve," said CenturyLink Senior Vice President for Public Policy
and Government Relations John F. Jones. "We continue to believe that
policymakers, interested in advancing their states in an evolving
internet economy, recognize that strong networks are key to our
country's future economic development, job creation and ability to
stay connected."
The merger, announced Oct. 31,
2016, should allow the combined companies to offer
enterprise and wholesale customers a broader and more complementary
range of services and solutions, positioning the combined companies
to enable the advanced technology and growing bandwidth needs of
all customers, including small businesses, large businesses, large
multinational enterprises and government entities.
In December 2016, CenturyLink
began filing applications with the appropriate federal and state
regulatory agencies. The transaction is subject to the receipt of
various regulatory approvals, including review by the U.S.
Department of Justice, review by the U.S. Federal Communications
Commission, certain state regulatory approvals and other customary
closing conditions. The transaction is also subject to the approval
of CenturyLink and Level 3 shareholders at special shareholders
meetings scheduled for March 16,
2017. The companies anticipate closing the transaction by
the end of third quarter 2017.
About CenturyLink
CenturyLink (NYSE: CTL) is a global
communications, hosting, cloud and IT services company enabling
millions of customers to transform their businesses and their lives
through innovative technology solutions. CenturyLink offers network
and data systems management, big data analytics and IT consulting,
and operates more than 55 data centers in North America, Europe and Asia. The company provides broadband, voice,
video, data and managed services over a robust 250,000-route-mile
U.S. fiber network and a 300,000-route-mile international transport
network. Visit CenturyLink for more information.
Forward Looking Statements
Except for the historical
and factual information contained herein, the matters set forth in
this communication, including statements regarding the expected
timing and benefits of the proposed transaction, such as
efficiencies, cost savings, enhanced revenues, growth potential,
market profile and financial strength, and the competitive ability
and position of the combined company, and other statements
identified by words such as "will," "estimates," "anticipates,"
"believes," "expects," "projects," "plans," "intends," "may,"
"should," "could," "seeks" and similar expressions, are
forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to a
number of risks, uncertainties and assumptions, many of which are
beyond our control. These forward-looking statements, and the
assumptions upon which they are based, (i) are not guarantees of
future results, (ii) are inherently speculative and (iii) are
subject to a number of risks and uncertainties. Actual events and
results may differ materially from those anticipated, estimated,
projected or implied in those statements if one or more of these
risks or uncertainties materialize, or if underlying assumptions
prove incorrect. Factors that could affect actual results include
but are not limited to: the ability of the parties to timely
and successfully receive the required approvals for the combination
from regulatory agencies free of conditions materially adverse to
the parties and from their respective shareholders; the possibility
that the anticipated benefits from the proposed transaction cannot
be fully realized or may take longer to realize than expected; the
possibility that costs, difficulties or disruptions related to the
integration of Level 3's operations with those of CenturyLink
will be greater than expected; the ability of the combined company
to retain and hire key personnel; the effects of competition from a
wide variety of competitive providers, including lower demand for
CenturyLink's legacy offerings; the effects of new, emerging or
competing technologies, including those that could make the
combined company's products less desirable or obsolete; the effects
of ongoing changes in the regulation of the communications
industry, including the outcome of regulatory or judicial
proceedings relating to intercarrier compensation, interconnection
obligations, access charges, universal service, broadband
deployment, data protection and net neutrality; adverse changes in
CenturyLink's or the combined company's access to credit markets on
favorable terms, whether caused by changes in its financial
position, lower debt credit ratings, unstable markets or otherwise;
the combined company's ability to effectively adjust to changes in
the communications industry, and changes in the composition of its
markets and product mix; possible changes in the demand for, or
pricing of, the combined company's products and services, including
the combined company's ability to effectively respond to increased
demand for high-speed broadband service; changes in the operating
plans, capital allocation plans or corporate strategies of the
combined company, whether based on changes in market conditions,
changes in the cash flows or financial position of the combined
company, or otherwise; the combined company's ability to
successfully maintain the quality and profitability of its existing
product and service offerings and to introduce new offerings on a
timely and cost-effective basis; the adverse impact on the combined
company's business and network from possible equipment failures,
service outages, security breaches or similar events impacting its
network; the combined company's ability to maintain favorable
relations with key business partners, suppliers, vendors, landlords
and financial institutions; the ability of the combined company to
utilize net operating losses in amounts projected; changes in the
future cash requirements of the combined company; and other risk
factors and cautionary statements as detailed from time to time in
each of CenturyLink's and Level 3's reports filed with the U.S.
Securities and Exchange Commission (the "SEC"). Due to these risks
and uncertainties, there can be no assurance that the proposed
combination or any other transaction described above will in fact
be completed in the manner described or at all. You should be
aware that new factors may emerge from time to time and it is not
possible for us to identify all such factors nor can we predict the
impact of each such factor on the proposed combination or the
combined company. You should not place undue reliance on
these forward‑looking statements, which speak only as of the date
of this communication. Unless legally required, CenturyLink
and Level 3 undertake no obligation and each expressly
disclaim any such obligation, to update publicly any
forward-looking statements, whether as a result of new information,
future events, changed events or otherwise.
Additional Information
In connection with the proposed
combination, CenturyLink filed a registration statement on
Form S-4 with the SEC (Registration Statement No.
333-215121), which was declared effective by the SEC on
February 13, 2017. CenturyLink
and Level 3 have filed a joint proxy statement/prospectus and will
file other relevant documents concerning the proposed transaction
with the SEC. CenturyLink and Level 3 began mailing the definitive
joint proxy statement/prospectus to their respective security
holders on or about February 13,
2017. The definitive joint proxy statement/prospectus, dated
as of February 13, 2017, contains
important information about CenturyLink, Level 3, the proposed
combination and related matters. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED COMBINATION OR INCORPORATED
BY REFERENCE IN THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain the definitive joint proxy
statement/prospectus and the filings that are incorporated by
reference in the definitive joint proxy statement/prospectus, as
well as other filings containing information about CenturyLink and
Level 3, free of charge, at the website maintained by the SEC at
www.sec.gov. Investors and security holders may also obtain
these documents free of charge by directing a request to
CenturyLink, 100 CenturyLink Drive, Monroe, Louisiana 71203, Attention: Corporate
Secretary, or to Level 3, 1025 Eldorado Boulevard, Broomfield, Colorado 80021, Attention:
Investor Relations.
Participants in the Solicitation
CenturyLink, Level 3,
their respective directors and executive officers and other
persons, may be deemed to be participants in the solicitation
of proxies from CenturyLink and Level 3 security holders in respect
of the proposed transaction. Information regarding the interests of
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of CenturyLink and Level 3 stockholders in
connection with the proposed transaction is set forth in the
definitive joint proxy statement/prospectus, which was filed with
the SEC on February 13, 2017. More
detailed information regarding CenturyLink's directors and
executive officers is available in its proxy statement filed with
the SEC by CenturyLink on April 5,
2016, and information regarding Level 3's directors and
executive officers is available in its proxy statement filed with
the SEC by Level 3 on April 7,
2016. These documents can be obtained free of charge from the
sources indicated above. This communication is not intended
to and does not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
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SOURCE CenturyLink, Inc.