-Conference Call on November 5th to Discuss
the Transaction and the Third Quarter 2020 Results-
Alaska Communications Systems Group, Inc. (NASDAQ: ALSK)
(“Alaska Communications” or the “Company”), together with Macquarie
Capital (“Macquarie”), and GCM Grosvenor (“GCM”), through its Labor
Impact Fund, L.P., announced today that they have entered into a
definitive agreement pursuant to which the Company will be acquired
by an affiliate of Macquarie and GCM in an all cash transaction
valued at approximately $300 million, including debt. The
transaction will result in Alaska Communications becoming a
privately held company and is expected to close in the second half
of 2021.
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the full release here:
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Alaska Communications microwave tower
(Photo: Business Wire)
Under the terms of the agreement, an affiliate of Macquarie and
GCM will acquire all the outstanding shares of Alaska
Communications common stock for $3.00 per share in cash. This
represents a premium of approximately 57% over the closing per
share price of $1.91 on November 2, 2020, the last trading day
prior to the date the merger agreement was executed, and a premium
of approximately 50.8% over the 30-day volume weighted average
price as of November 2, 2020.
David W. Karp, Chairman of the Alaska Communications Board of
Directors, said, "After carefully evaluating Macquarie Capital’s
and GCM’s offer, we are confident that this transaction is in the
best interest of Alaska Communications and its stockholders.
Macquarie Capital has a proven track record of delivering large and
complex transactions globally on accelerated timelines, and GCM’s
Labor Impact Fund provides strategy driven capital that we expect
will generate real value for our customers and the Alaska
Communications workforce."
Bill Bishop, President and Chief Executive Officer of Alaska
Communications, stated, "This transaction with Macquarie Capital
and GCM represents an exciting opportunity to enhance our financial
position and expand our resources to better serve our customers.
Macquarie Capital has extensive experience navigating the
complexities and issues associated with public-to-private
transactions, as well as addressing the various regulatory regimes
associated with communications infrastructure transactions. It also
has deep telecommunications expertise and a strong track record of
investing in capital intensive businesses, which will be critical
as we deliver on our strategy to utilize our superior customer
service and fiber-based network solutions in providing
industry-leading telecommunications products and services. Finally,
GCM’s Labor Impact Fund provides strategic value to our business
both through its experience in the telecommunications sector and in
fostering partnerships with a unionized workforce. We firmly
believe this transaction will allow us to enhance our expanded
fiber network services and drive long-term value for our customers
in Alaska and the Lower 48."
The transaction is subject to the approval of Alaska
Communications' stockholders, regulatory approvals and other
customary closing conditions. The transaction has fully committed
debt and equity financing and is not subject to any condition with
regard to financing. Equity financing will be provided by Macquarie
Capital and GCM. Alaska Communications’ Board of Directors has
unanimously approved the agreement with Macquarie and recommends
that Alaska Communications’ stockholders approve the proposed
merger and merger agreement. Alaska Communications expects to hold
a Special Meeting of Stockholders to consider and vote on the
proposed merger and merger agreement as soon as practicable after
the mailing of the proxy statement to its stockholders.
Under the terms of the agreement, Alaska Communications may
solicit superior proposals from third parties for a period of 30
calendar days (the “Go-Shop”) continuing through December 3, 2020.
In accordance with the merger agreement, Alaska Communications’
Board of Directors, with the assistance of its advisors, intends to
solicit superior proposals during this Go-Shop period.
TAR Holdings, LLC, which owns approximately 8.8% of the
outstanding shares of Alaska Communications common stock, has
entered into a voting agreement with Macquarie and GCM, among other
things, to vote in favor of the merger. The voting agreement will
automatically terminate upon the earliest of (a) the vote of
stockholders on the merger, (b) any termination of the Merger
Agreement, (c) any change in recommendation by the Board of Alaska
Communications and (d) 14 months after the signing of the Merger
Agreement.
Conference Call
The Company will host a conference call and live webcast on
Thursday, November 5, 2020 at 2:00 p.m. Eastern Time to discuss the
transaction and the third quarter of 2020 results. Parties in the
United States and Canada can access the call at 1-800-430-8332 and
enter code 1313142. All other parties can access the call at
1-323-289-6581 using the same code.
The live webcast of the conference call will be accessible from
the "Events Calendar" section of the company's investor website
(www.alsk.com). The webcast will be archived for 30 days. A replay
of the conference call will also be available two hours after the
call ends and will run until December 5, 2020 at 5 p.m. ET. To hear
the replay, parties in the U.S. and Canada can call 1-888-203-1112
and enter code 1313142. All other parties can call 1-719-457-0820
and enter code 1313142.
Advisors
Macquarie Capital is serving as financial advisor to Macquarie
Capital and GCM Grosvenor in connection with the transaction.
B. Riley Securities, Inc. is serving as financial advisor and
Sidley Austin LLP is serving as legal advisor to Alaska
Communications in connection with the transaction.
Goodwin Procter LLP and Morgan Lewis & Bockius LLP are
serving as legal advisors to Macquarie and GCM, respectively, in
connection with the transaction.
About Macquarie Capital
Macquarie Capital is the corporate advisory, capital markets and
principal investment arm of Macquarie Group (ASX: MQG), offering a
full spectrum of capital solutions, including capital raising
services from equity, debt and private capital markets and
principal investments from Macquarie’s own balance sheet. These
offerings are reinforced through Macquarie Capital’s deep sector
expertise in: business services, consumer, gaming and leisure,
financial institutions, green energy, healthcare, industrials,
infrastructure and energy, real estate, resources, technology and
telecommunications and media sectors with 376 transactions
completed, valued at $212 billion in the year ended March 31,
2020.
About GCM Grosvenor
GCM Grosvenor is a global alternatives investment firm with
approximately $57 billion in assets under management in private
equity, infrastructure, real estate, credit, absolute return
strategies, and multi-asset class opportunistic investments. The
firm has specialized in alternatives since 1971, and today its team
of approximately 500 professionals serves a global client base of
institutional and high net worth investors. GCM Grosvenor is
headquartered in Chicago, with offices in New York, Los Angeles,
London, Tokyo, Hong Kong, and Seoul.
GCM Grosvenor’s Labor Impact Fund, L.P., seeks to originate and
execute infrastructure projects that leverage the inclusion of
union labor as a contributing factor to enabling attractive
risk-adjusted returns. The goal of the strategy is to find
attractive infrastructure investment opportunities that can be
unlocked through close cooperation across labor, government, and
private capital.
About Alaska
Communications
Alaska Communications (NASDAQ: ALSK) is the leading provider of
advanced broadband and managed IT services for businesses and
consumers in Alaska. The Company operates a highly reliable,
advanced statewide data network with the latest technology and the
most diverse undersea fiber optic system connecting Alaska to the
contiguous U.S. For more information, visit
www.alaskacommunications.com or www.alsk.com.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
connection with the proposed acquisition of the Company by
Macquarie Capital and GCM Grosvenor, whereby the Company will
become a wholly owned subsidiary of an affiliate of Macquarie
Capital and GCM Grosvenor (the “proposed merger”), pursuant to a
definitive Agreement and Plan of Merger (the “Merger Agreement”) by
and among the Company, Juneau Parent Co, Inc. (“Parent”) and Juneau
Merger Co, Inc. (“Merger Sub”). The proposed merger will be
submitted to the Company’s stockholders for their consideration at
a special meeting of the stockholders. In connection therewith, the
Company intends to file relevant materials with the United States
Securities and Exchange Commission (SEC), including a proxy
statement on Schedule 14A, which will be mailed or otherwise
disseminated to the Company’s stockholders. STOCKHOLDERS ARE URGED
TO READ THE DEFINITIVE PROXY STATEMENT AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE PROPOSED MERGER. Stockholders may obtain free
copies of the definitive proxy statement, any amendments or
supplements thereto and other documents containing important
information about the Company or the proposed merger, once such
documents are filed with the SEC, free of charge at the SEC's
website at www.sec.gov, or from Alaska Communications at alsk.com
or by directing a request to the Company’s Investor Relations
Department at investors@acsalaska.com.
Participants in the Solicitation
The Company and certain of its directors and executive officers
and other members of management and employees may be deemed to be
"participants" in the solicitation of proxies from the Company’s
stockholders in connection with the proposed merger. Information
about the Company's directors and executive officers and their
direct or indirect interests, by security holdings or otherwise, is
set forth in the Company’s proxy statement on Schedule 14A for its
2020 annual meeting of stockholders filed with the SEC on April 29,
2020. To the extent holdings of the Company’s securities by such
participants (or the identity of such participants) have changed,
such information has been or will be reflected on Statements of
Change in Ownership on Forms 3 and 4 subsequently filed with the
SEC. Additional information regarding the participants in the proxy
solicitation and a description of their direct or indirect
interests, by security holdings or otherwise, will be included in
the definitive proxy statement and may be included in relevant
documents filed with the SEC regarding the proposed merger, if and
when they become available. Free copies of these materials may be
obtained as described in the preceding paragraph.
Alaska Communications Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. The reader is cautioned not to rely on these
forward-looking statements. These statements are based on current
expectations of future events and these include statements using
the words such as will and expected, and similar statements. If
underlying assumptions prove inaccurate or known or unknown risks
or uncertainties materialize, actual results could vary materially
from the expectations of the Company. Risks and uncertainties
include, but are not limited to: (i) the risk that the transaction
may not be completed in a timely manner or at all, which may
adversely affect the Company’s business and the price of its common
stock, (ii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
Merger Agreement by the stockholders of the Company, and the
receipt of certain governmental and regulatory approvals, (iii) the
failure of Parent and Merger Sub to obtain the necessary financing
pursuant to the arrangements set forth in the commitment letters
delivered pursuant to the Merger Agreement or otherwise, (iv) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement, (v) the
effect of the announcement or pendency of the transaction on the
Company’s business relationships, operating results, and business
generally, (vi) risks that the proposed transaction disrupts the
Company’s current plans and operations and potential difficulties
in the Company’s employee retention as a result of the transaction,
(vii) the outcome of any legal proceedings that may be instituted
against the Company or Parent or Merger Sub related to the Merger
Agreement or the transaction contemplated thereby. The foregoing
list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that
affect the businesses of the Company described in the “Risk
Factors” section of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2019, filed with the SEC on March 16,
2020 and other reports and documents filed from time to time with
the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking
statements. Copies of these filings are available online at
https://www.alsk.com/. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statements, and the Company assumes no
obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. The Company does not give any
assurance that it will achieve its expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201103005202/en/
Alaska Communications Media Contact Heather Cavanaugh,
907-564-7722 Director, External Affairs and Corporate
Communications
Alaska Communications Investor Contact Tiffany Smith,
907-564-7556 Manager, Board and Investor Relations
investors@acsalaska.com
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