MONROE, La. and BROOMFIELD, Colo., March 16, 2017 /PRNewswire/ -- CenturyLink,
Inc. (NYSE: CTL) and Level 3 Communications, Inc. (NYSE: LVLT)
today announce that shareholders of both companies overwhelmingly
approved all proposals related to the companies' merger.
At a special meeting of CenturyLink's shareholders held today in
Monroe, approximately 96.3 percent
of the votes cast supported the proposal to issue CenturyLink
common stock to Level 3 stockholders in connection with the
proposed merger.
At a special meeting of Level 3's stockholders held today in
Broomfield, approximately 81.2
percent of Level 3's outstanding shares of common stock, and more
than 98.8 percent of the votes cast, were voted in favor of
approving the merger agreement.
"The combination of CenturyLink and Level 3 will significantly
improve our global network capabilities, creating a company with
one of the most robust fiber networks in the world," said
Glen F. Post, III, chief executive
officer and president of CenturyLink. "This expanded network should
allow us to bring substantial operational and service benefits to
our enterprise customers, as well as an enhanced customer
experience."
In addition to approvals by CenturyLink and Level 3 shareholders
and previously announced state regulatory approvals and clearances
in Ohio, Utah and Nevada, the companies also recently received
approvals in Georgia and
West Virginia and clearances in
Connecticut, Indiana and Louisiana. The two companies continue to
expect to receive the remaining state, federal and international
approvals in time to complete the merger by Sept. 30, 2017.
"We appreciate the strong support from our shareholders for the
merger and their recognition of the benefits the combined company
will bring. We're making solid progress with our regulatory
approvals and remain optimistic that the process will continue
smoothly with the remaining reviews," Post said.
Upon closing of the transaction, Level 3 stockholders will
receive $26.50 per share in cash and 1.4286 shares of
CenturyLink stock for each Level 3 share they own. Upon closing of
the transaction, CenturyLink shareholders will own approximately 51
percent, and Level 3 stockholders will own approximately 49
percent, of the combined company. The combined company will be
headquartered in Monroe, La., and
will maintain a key operational presence in Colorado and the Denver metropolitan area.
For more information about the merger, visit
www.connectingtheneweconomy.com.
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.
About Level 3 Communications
Level 3 Communications, Inc. (NYSE: LVLT) is a Fortune 500 company
that provides local, national and global communications services to
enterprise, government and carrier customers. Level 3's
comprehensive portfolio of secure, managed solutions includes fiber
and infrastructure solutions; IP-based voice and data
communications; wide-area Ethernet services; video and content
distribution; data center and cloud-based solutions. Level 3 serves
customers in more than 500 markets in over 60 countries across a
global services platform anchored by owned fiber networks on three
continents and connected by extensive undersea facilities. For more
information, please visit www.level3.com or get to know us on
Twitter, Facebook and LinkedIn.
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; 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.
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SOURCE CenturyLink, Inc.; Level 3 Communications, Inc.