Hawaiian Telcom Stockholders Overwhelmingly Approve Merger with Cincinnati Bell
November 07 2017 - 4:01PM
Hawaiian Telcom Holdco, Inc. (NASDAQ:HCOM), Hawai‘i’s leading
fiber-based integrated communications provider, announced that its
stockholders voted overwhelmingly to approve the merger agreement
with Cincinnati Bell (NYSE:CBB) during a special meeting held
today.
Approximately 99.8 percent of the shares voted were
cast in favor of the merger, representing 86.2 percent of Hawaiian
Telcom’s outstanding shares as of the record date of September 26,
2017.
“Today’s vote demonstrates strong support from our
stockholders for the merger with Cincinnati Bell,” said Scott K.
Barber, Hawaiian Telcom’s president and CEO. “In addition to
delivering immediate value, this transaction provides our
stockholders the opportunity to participate in the potential upside
of the combined company, with added scale and efficiency, expanded
product offerings, and increased investment and success in
fiber. We believe this strategic combination will drive
long-term value for both companies’ stockholders, customers,
employees, and our communities.”
Under the terms of the merger agreement, Hawaiian
Telcom stockholders will have the option to elect either $30.75 in
cash, 1.6305 shares of Cincinnati Bell common stock, or a mix of
$18.45 in cash and 0.6522 shares of Cincinnati Bell common stock
for each share of Hawaiian Telcom. Hawaiian Telcom
stockholders who elect to receive the cash consideration or the
share consideration will be subject to proration such that the
aggregate consideration to be paid to Hawaiian Telcom stockholders
will be 60 percent cash and 40 percent Cincinnati Bell common
stock. Upon the closing of the transaction, Hawaiian Telcom
stockholders will own approximately 15 percent and Cincinnati Bell
stockholders will own approximately 85 percent of the combined
company.
Hawaiian Telcom has filed all necessary federal and
state regulatory applications related to the proposed merger and
cleared the Hart-Scott-Rodino Act review period. The merger
approval process continues to progress as anticipated and the
transaction is expected to close as soon as all regulatory
approvals and other customary closing conditions are met.
About Hawaiian Telcom
Hawaiian Telcom (NASDAQ:HCOM), headquartered in
Honolulu, is Hawai‘i’s Technology Leader, providing integrated
communications, broadband, data center and entertainment solutions
for business and residential customers. With roots in Hawai‘i
beginning in 1883, the Company offers a full range of services
including Internet, video, voice, wireless, data network solutions
and security, colocation, and managed and cloud services supported
by the reach and reliability of its next generation fiber network
and a 24/7 state-of-the-art network operations center. With
employees statewide sharing a commitment to innovation and a
passion for delivering superior service, Hawaiian Telcom provides
an Always OnSM customer experience. For more information, visit
hawaiiantel.com.
Forward-Looking Statements
In addition to historical information, this release
includes certain statements and predictions that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. In particular, any
statement, projection or estimate that includes or references the
words “believes”, “anticipates”, “intends”, “expected”, or any
similar expression falls within the safe harbor of forward-looking
statements contained in the Reform Act. Actual results or
outcomes may differ materially from those indicated or suggested by
any such forward-looking statement for a variety of reasons,
including, but not limited to: failures in Hawaiian Telcom’s
critical back office systems and IT infrastructure; breach of the
our data security systems; increases in the amount of capital
expenditures required to execute our business plan; the loss of
certain outsourcing agreements, or the failure of any third party
to perform under these agreements; our ability to sell capacity on
the new submarine fiber cable project; adverse changes to
applicable laws and regulations; the failure to adequately adapt to
technological changes in the telecommunications industry, including
changes in consumer technology preferences; adverse economic
conditions in Hawai‘i; the availability of lump sum distributions
under our union pension plan; limitations on the ability to utilize
net operating losses due to an ownership change under Internal
Revenue Code Section 382; the inability to service our
indebtedness; limitations imposed on our business from restrictive
covenants in the credit agreements; severe weather conditions and
natural disasters; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement with Cincinnati Bell or conditions to the closing of the
merger may not be satisfied or waived; the failure to satisfy the
closing conditions; risks related to disruption of management’s
attention from the Company’s ongoing business operations due to the
proposed merger; the effect of the announcement of the merger on
the ability of the Company to retain and hire key personnel,
maintain relationships with its customers and suppliers, and
operating results and business generally; the transaction may
involve unexpected costs, liabilities or delays; the Company’s
business may suffer as a result of the uncertainty surrounding the
transaction; the outcome of any legal proceeding relating to the
transaction; the Company may be adversely affected by other
economic, business and/or competitive factors; and other risks to
consummation of the transaction, including the risk that the
transaction will not be consummated within the expected time period
or at all. More information on potential risks and
uncertainties is available in recent filings with the Securities
and Exchange Commission, including Hawaiian Telcom’s 2016 Annual
Report on Form 10-K. The information contained in this release is
as of November 7, 2017. It is anticipated that subsequent events
and developments may cause estimates to change, and the Company
undertakes no duty to update forward-looking statements.
Investor Contact:
Ngoc Nguyen
(808) 546-3475
ngoc.nguyen@hawaiiantel.com
Media Contact:
Su Shin
(808) 546-2344
su.shin@hawaiiantel.com
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