Allstream Shareholders Approve MTS Transaction
May 12 2004 - 12:51PM
PR Newswire (US)
Allstream Shareholders Approve MTS Transaction Deposit Deadline to
Submit Letters of Transmittal Extended to May 27, 2004 TORONTO, May
12 /PRNewswire-FirstCall/ -- Allstream Inc. (TSX:ALR.A; ALR.B;
NASDAQ: ALLSA; ALLSB) ("the Company" or "Allstream") announced
today that its shareholders overwhelmingly approved the acquisition
of the outstanding shares of the Company by Manitoba Telecom
Services Inc. ("MTS") at its Annual and Special Meeting of
Shareholders held this morning. Over 99.7% of the votes cast by
Allstream shareholders were in favour of the arrangement
transaction involving Allstream and MTS (the "Arrangement"). Under
the terms of the Arrangement, Allstream shareholders will receive
on closing $23 in cash and 1.0909 MTS shares for each share of
Allstream. The Arrangement is subject to obtaining a final order of
the Ontario Superior Court of Justice. Purdy Crawford, Chairman of
the Board of Allstream, said, "Our shareholders have demonstrated
their clear support for a transaction that provides them with value
now and the opportunity to participate in the success of a larger
and stronger company going forward." The Arrangement transaction
will create a new and significant national telecommunications
company upon closing. MTS and Allstream will continue to operate
under their own brands. The new organization will be structured in
two business segments. MTS will oversee operations in the province
of Manitoba while Allstream will oversee the new company's national
enterprise business. John McLennan, Vice Chairman and Chief
Executive Officer, noted, "One of our primary goals has been the
creation of value for our shareholders. We have delivered on that
promise in a number of ways since emerging from our restructuring
process more than a year ago. The transaction approved today will,
upon completion, further deliver on that promise by strengthening
our position as a leading communication solutions provider." The
Arrangement transaction is expected to close some time in early
June, subject to the receipt of the final order of the Ontario
Superior Court of Justice and regulatory approvals under the
Competition Act in Canada and by the Federal Communications
Commission in the United States. The shares of Allstream will
continue to be traded on the TSX and through NASDAQ until the
Arrangement transaction closes. MTS and Allstream also announced
today that the deposit date for holders of Allstream's Class A
Voting and Class B Limited Voting Shares to submit completed
letters of transmittal and Allstream share certificates for
exchange with MTS shares and cash has been extended to May 27, 2004
from the initial deposit date of May 14, 2004. The deposit deadline
has been extended in accordance with the plan of arrangement in
order to provide Allstream shareholders with additional time to
deposit their letters of transmittal. Allstream shareholders should
complete the letter of transmittal and deliver it with share
certificates to CIBC Mellon Trust Company by 5:00 p.m. (Toronto
time) on May 27, 2004, in accordance with the instructions
contained in the letter of transmittal. Failure to deliver a duly
completed letter of transmittal by such time (or the delivery of a
letter of transmittal which does not contain a declaration of
Canadian residency), will result in the disentitlement to receive
common shares of MTS upon the consummation of the transaction.
Shareholders who have already deposited completed letters of
transmittal share certificates do not need to re-submit. In
accordance with provisions of the Arrangement Agreement, Allstream
shareholders voted to terminate Allstream's Rights Plan, which will
terminate and expire immediately before the Arrangement becomes
effective. At the Meeting, Allstream shareholders also elected as
directors those persons who were nominated, and re-appointed KPMG,
LLP as auditors of the Company. About Allstream Allstream is a
leading communication solutions provider with a world- class
portfolio of Connectivity, Infrastructure Management and IT
Services. Focused on the Business market, Allstream collaborates
with customers to create tailored solutions that meet their unique
needs and help them compete more effectively. Spanning more than
18,800 kilometres, Allstream has an extensive broadband fibre-optic
network and the greatest reach of any competitive communication
solutions provider in Canada, and provides international
connections through strategic partnerships and interconnection
agreements with other international service providers. Allstream is
a public company with its stock traded on the Toronto Stock
Exchange under the symbols ALR.A and ALR.B and the NASDAQ National
Market system under the symbols ALLSA and ALLSB. Visit Allstream's
website, http://www.allstream.com/ for more information about the
company. Note to Allstream Investors This news release includes
statements about expected future events and/or financial results
that are forward-looking in nature and subject to risks and
uncertainties. For those statements, we claim the protection of the
safe harbor for forward-looking statements provisions contained in
the United States Private Securities Litigation Reform Act of 1995.
The Company cautions that actual performance will be affected by a
number of factors, many of which are beyond the Company's control,
and that future events and results may vary substantially from what
the Company currently foresees. Discussion of the various factors
that may affect future results is contained on page 1 of the
Company's Annual Information Form dated April 8, 2004, which is
filed with the Securities and Exchange Commission, the Ontario
Securities Commission, and SEDAR. DATASOURCE: Allstream Inc.
CONTACT: Media: May Chong, Allstream, (416) 345-2342, ; Investors
and Analysts: Brock Robertson, (416) 345-3125, , Dan Coombes, (416)
345-2326,
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