Alaska Communications Announces Receipt of Superior Proposal
December 15 2020 - 6:00AM
Business Wire
Alaska Communications Systems Group, Inc. (NASDAQ: ALSK)
(“Alaska Communications” or the “Company”) today announced that it
has received an acquisition proposal from a third party (the
“Superior Proposal Bidder”) at $3.25 per share, which the Company’s
Board of Directors (the “Board”) has determined constitutes a
“Superior Proposal” (as defined in the previously announced amended
and restated agreement and plan of merger with affiliates of
Macquarie Capital (“Macquarie”) and GCM Grosvenor (“GCM”), through
its Labor Impact Fund, L.P., (the “Macquarie/GCM Merger
Agreement”)) (the “Superior Proposal Offer”).
Under the terms of the Superior Proposal Offer, the Superior
Proposal Bidder would acquire the Company for nominal consideration
of $3.25 per share, reflecting a transaction valued at
approximately $325 million including debt.
The Company has notified Macquarie and GCM of the Board’s
determination that the Superior Proposal Offer is a “Superior
Proposal” under the Macquarie/GCM Merger Agreement and, pursuant to
the Macquarie/GCM Merger Agreement, Macquarie and GCM have the
right to negotiate an amendment of the Macquarie/GCM Merger
Agreement for a period of four Business Days beginning December 15
so that the Superior Proposal Offer will no longer be a “Superior
Proposal.”
Under the Macquarie/GCM Merger Agreement, the Company is
required to pay a $6.8 million termination fee to Macquarie and GCM
if the Board terminates the Macquarie/GCM Merger Agreement in order
to enter into an agreement with the Superior Proposal Bidder.
At this time, the Company remains subject to the Macquarie/GCM
Merger Agreement and the Board has not changed its recommendation
in support of the existing Macquarie/GCM Merger Agreement, or its
recommendation that the Company’s stockholders adopt the
Macquarie/GCM Merger Agreement. There can be no assurance that a
transaction with the Superior Proposal Bidder will be consummated.
There can be no assurance that Macquarie and GCM will seek to
negotiate with the Company or will make a revised offer.
Advisors
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.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20201215005429/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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