-
Total Enterprise value of approximately $320 million including
net debt
-
Amended Merger Agreement unanimously approved by Board of
Directors
Alaska Communications Systems Group, Inc. (NASDAQ: ALSK)
(“Alaska Communications” or the “Company”), together with Macquarie
Capital (“Macquarie Capital”) and GCM Grosvenor (NASDAQ: GCMG),
through its Labor Impact Fund, L.P. (“GCM”), today announced that
they have agreed to an amendment and restatement of their
previously announced definitive agreement and plan of merger to
increase the per-share consideration payable to Alaska
Communications’ stockholders to $3.20 per share in cash from $3.00
per share in cash (as amended and restated, the “Amended Merger
Agreement”). The transaction is now valued at approximately $320
million, including debt.
The revised per-share consideration represents a premium of
approximately 68% over Alaska Communications’ closing per share
price of $1.91 on November 2, 2020, the last trading day prior to
the date the original merger agreement was executed, and a premium
of approximately 61% over the 30-day volume-weighted average price
as of November 2, 2020.
The voting agreement pursuant to which TAR Holdings, LLC, a
stockholder of the Company, has agreed, among other things, to vote
its shares of Alaska Communications common stock in favor of the
merger, remains in effect with respect to the Amended Merger
Agreement. The increased offer from Macquarie Capital and GCM and
the amendment to the merger agreement followed Alaska
Communications’ receipt of a “Superior Proposal” (as defined in the
original merger agreement) from an unaffiliated third party during
the “go-shop” period provided for under the original merger
agreement.
The transaction is subject to the approval of Alaska
Communications’ stockholders, regulatory approvals and other
customary closing conditions. The increase in the consideration
paid to Alaska Communication’s shareholders will be funded by an
increase in the fully committed 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 determined that the
revised transaction with Macquarie and GCM is in the best interests
of Alaska Communications and its stockholders, and has unanimously
approved the Amended Merger Agreement with Macquarie Capital and
GCM and recommends that Alaska Communications’ stockholders approve
the proposed merger and Amended Merger Agreement. Alaska
Communications expects to hold a Special Meeting of Stockholders to
consider and vote on the proposed merger and Amended Merger
Agreement as soon as practicable after the mailing of the proxy
statement to its stockholders.
Advisors
Macquarie Capital is serving as financial advisor to Macquarie
Capital and GCM 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 Capital and GCM 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 (NASDAQ: GCMG) is a global alternatives investment
firm with approximately $59 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 Amended and Restated Agreement and Plan of Merger (the
“Amended 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
Amended 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 Amended Merger Agreement or
otherwise, (iv) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Amended
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 Amended 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/20201210005310/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
Alaska Communications Sy... (NASDAQ:ALSK)
Historical Stock Chart
From Mar 2024 to Apr 2024
Alaska Communications Sy... (NASDAQ:ALSK)
Historical Stock Chart
From Apr 2023 to Apr 2024