ATN International, Inc. (NASDAQ: ATNI) (“ATN”) announced today that
it has agreed to acquire Alaska Communications Systems Group, Inc.
(NASDAQ: ALSK) (“Alaska Communications”) in an all cash transaction
valued at approximately $332.0 million, including outstanding net
debt. ATN and financial partner Freedom 3 Capital, LLC (“F3C”)
created a newly formed entity that has entered into a definitive
agreement to acquire all the outstanding shares of Alaska
Communications common stock for $3.40 per share in cash. ATN will
operate and consolidate the new entity and Alaska Communications
through its majority ownership stake.
Michael Prior, Chairman and Chief Executive
Officer of ATN, stated, “This investment and merger allows us to
enter a new market with many similar characteristics to our
existing operations in the U.S. and elsewhere. Further, it aligns
with our strategy to leverage the broad capabilities of our
operating platform to enhance and augment leading providers of
facilities-based communications services in distinctive markets.
ATN has a long history of enabling its subsidiaries to gain and
maintain strong market positions by investing in high quality
infrastructure, the latest technologies and creative solutions to
give customers a superior experience. We recognize the same
determination and customer-centric approach in the Alaska
Communications team. Our industry is rapidly changing, and
communications requirements have never been more essential and
critical than they are today. We look forward to combining our
resources and experience with Alaska Communications’ market
knowledge and reputation for superior service to provide
industry-leading communications products and services to customers
in Alaska and beyond.”
Bill Bishop, President and Chief Executive
Officer of Alaska Communications, stated, "This transaction
represents an exciting opportunity to augment our market position,
as well as expand our capabilities to better serve our customers.
ATN has extensive telecommunications expertise, a strong track
record of successfully investing in and operating capital-intensive
businesses and has a strong financial position highlighted by its
net cash position. These are critical attributes that will
support our strategy to deliver superior customer service
utilizing our fiber-based network solutions. We firmly believe this
transaction will allow us to enhance our expanded fiber network
services and drive long-term value for our employees and customers
in Alaska."
Brian Block of F3C stated, “We are excited to
partner with ATN to support the long-term growth of Alaska
Communications. We believe ATN’s leadership and operational
support in partnership with the Alaska Communications management
team accelerates growth for the company. Freedom 3 has known the
business and management team since 2002.” Additionally, Aaron
Blazar of F3C stated, “The communications infrastructure space is a
rapidly growing sector where Freedom 3 has deep expertise. We
look forward to leveraging that expertise in support of Alaska
Communications.”
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. Alaska Communications’ Board of Directors has
unanimously approved the ATN Merger Agreement 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. No approval of ATN
stockholders is required for the Transaction. The transaction will
result in Alaska Communications becoming a privately held company
and is expected to close in the second half of 2021.
TAR Holdings, LLC, which owns approximately 8.8%
of the outstanding shares of Alaska Communications common stock,
has entered into a voting agreement with the newly formed entity,
among other things, to vote in favor of the merger.
Advisors
The Bank Street Group LLC is acting as
exclusive financial advisor and Morrison & Foerster
LLP is acting as legal advisor to ATN and F3C 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.
About ATNATN International,
Inc. (Nasdaq: ATNI), headquartered
in Beverly, Massachusetts, invests in and operates
communications, energy and technology businesses in the United
States and internationally, including
the Caribbean region, with a particular focus on markets
with a need for significant infrastructure investments and
improvements. Our operating subsidiaries today primarily provide:
(i) advanced wireless and wireline connectivity to residential and
business customers, including a range of high speed internet
services, mobile wireless solutions, video services and local
exchange services, and (ii) wholesale communications infrastructure
services such as terrestrial and submarine fiber optic transport,
communications tower facilities, managed mobile networks, and
in-building wireless systems. For more information, please
visit www.atni.com.
About Freedom 3 CapitalFreedom
3 Capital invests in companies at inflection points. We help
middle-market companies address strategic growth opportunities by
delivering unique capital solutions. Our investment process
provides F3C the flexibility to tailor investment
structures to the industry dynamics, the company’s specific
requirements and the management team and owners’ long-term business
objectives. Beyond the value of our capital, we believe our
private equity approach to credit investing creates valuable,
lasting partnerships with stakeholders and management teams.
F3C is currently investing out of Fund 4 with offices in New
York and Kansas City.
About Alaska
CommunicationsAlaska Communications (NASDAQ: ALSK) is the
leading provider of advanced broadband and managed IT services for
businesses and consumers in Alaska. Alaska Communications 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.
Conference Call Information
ATN will host a conference call today at
9:00 am Eastern Time to discuss this transaction. To
participate please dial 1-877-270-2148 or internationally
1-412-902-6510 approximately 10 minutes before the call and tell
the operator you wish to join the ATN conference call. A replay of
the call will be available at ir.atni.com beginning at
approximately 2:00 p.m. (ET) on January 4, 2021.
Additional Information and Where to Find
ItThis communication may be deemed to be solicitation
material in connection with the proposed acquisition of Alaska
Communications by ATN and F3C, whereby Alaska Communications will
become a wholly owned subsidiary of an entity held by ATN and F3C
(the “proposed merger”), pursuant to a definitive Agreement and
Plan of Merger (the “Merger Agreement”) by and among Alaska
Communications, Project 8 Parent Co, Inc. (“Parent”) and Project 8
Merger Co, Inc. (“Merger Sub”). The proposed merger will be
submitted to Alaska Communications stockholders for their
consideration at a special meeting of the stockholders. In
connection therewith, Alaska Communications 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 Alaska
Communications 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 ALASKA COMMUNICATIONS
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 Alaska
Communications 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 Alaska
Communications Investor Relations Department
at investors@acsalaska.com.
Participants in the
SolicitationATN and Alaska Communications and certain of
their directors and executive officers and other members of
management and employees may be deemed to be "participants" in the
solicitation of proxies from Alaska Communications stockholders in
connection with the proposed merger. Information about Alaska
Communications directors and executive officers and their direct or
indirect interests, by security holdings or otherwise, is set forth
in Alaska Communications 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 Alaska Communications 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. Information about ATN directors and executive
officers and their direct or indirect interests, by security
holdings or otherwise, is set forth in ATN's proxy statement on
Schedule 14A for its 2020 annual meeting of stockholders filed with
the SEC on August 6, 2020. 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.
Cautionary Language Concerning Forward Looking
Statements
This press release contains forward-looking
statements relating to, among other matters, ATN’s future financial
performance and results of operations. These forward-looking
statements are based on estimates, projections, beliefs, and
assumptions and are not guarantees of future events or
results. Actual future events and results could differ
materially from the events and results indicated in these
statements as a result of many factors, including, among others,
(i) the risk that the transaction may not be completed in a timely
manner or at all, (ii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
Merger Agreement by the stockholders of Alaska Communications, and
the receipt of certain governmental and regulatory approvals, (iii)
the failure 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 Alaska
Communications business relationships, operating results, and
business generally, (vi) the outcome of any legal proceedings that
may be instituted against Alaska Communications or ATN or Project 8
related to the Merger Agreement or the transaction contemplated
thereby our ability to receive the requisite regulatory
consents and approvals to consummate the transaction;
(vii) the performance of the acquired business; (viii) our
ability to operate in a new market; (ix) our ability to integrate
the new business into our current operations; (x) increased
competition; and (xi) changes in laws and government regulations
affecting the acquired business. These and other additional factors
that may cause actual future events and results to differ
materially from the events and results indicated in the
forward-looking statements above are set forth more fully under
Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K
for the year ended December 31, 2019, filed with
the SEC on March 2, 2020, as amended by Amendment
No. 1 to the Annual Report on Form 10-K filed with
the SEC on April 29, 2020, and the other reports we
file from time to time with the SEC. The Company undertakes no
obligation and has no intention to update these forward-looking
statements to reflect actual results, changes in assumptions or
changes in other factors that may affect such forward-looking
statements, except as required by law.
Contact: Michael
T. PriorChairman andChief Executive Officer
Justin D. BenincasaChief Financial Officer978-619-1300
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