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While the Special Committee was negotiating an increase in price, other communications providers were experiencing a material decline in value, with six of eight peers seeing share price declines3
Special Committee Undertook a Robust Evaluation of All Opportunities to Maximize Value for the Company’s Shareholders
A special committee composed of independent and disinterested directors, and advised by independent legal and financial advisors (the “Special Committee”), completed a comprehensive evaluation of Searchlight and BCI’s proposal, as well as all other possible go-forward alternatives.
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The process was public and highly visible from the moment Searchlight and BCI submitted their initial non-binding proposal to the Board
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The Special Committee announced a formal review of all potential strategic alternatives
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More than 35 Special Committee meetings were held to consider the transaction and possible alternatives
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0 parties expressed interest in bidding despite a long and public process
Proposed Transaction Will Transfer Any Execution Risks to Searchlight and BCI
Consolidated’s transition from copper DSL lines to fiber is competitively critical, and there is significant execution risk, especially given the deteriorating financing and operating environment. We no longer have the liquidity to fund our original growth plan, and time to market is imperative. Those who are first to the market with fiber services will be able to take and maintain a significant market share.
Following its extensive and thorough review, the Board believes this transaction is critical for Consolidated’s future and represents the best risk-adjusted outcome for its shareholders.
Vote Your Shares to Maximize the Value of Your Investment
As a Consolidated Shareholder, Your Choice is Clear:
Vote “FOR” Significant, Compelling and Immediate Value.
The Special Meeting is fast approaching and is being held on January 31, 2024. The Proposed Transaction will deliver financially compelling and certain value to shareholders.
Failure to vote FOR the Proposed Transaction, including not voting at all, could result in the deal failing and Consolidated’s share price falling to well below the pre-announcement price. Maximize the value of your investment and vote “FOR” the Proposed Transaction.
Shareholders with questions or who require assistance voting their shares should contact Consolidated’s proxy solicitor, Morrow Sodali. Shareholders may call toll-free: (800) 662-5200 or +1 (203) 658-9400 (international) or email CNSL@info.morrowsodali.com.
Advisors
Rothschild & Co is acting as financial advisor to the Special Committee and Cravath, Swaine & Moore LLP is acting as its legal counsel. Latham & Watkins LLP is providing legal counsel to Consolidated Communications.
About Consolidated Communications
Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) is dedicated to moving people, businesses and communities forward by delivering the most reliable fiber communications solutions. Consumers, businesses and wireless and wireline carriers depend on Consolidated for a wide range of high-speed internet,
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Share price returns for select peers reflect changes since April 12, 2023, the day before Searchlight and BCI’s non-binding offer was made public, through October 13, 2023, the last full trading day prior to announcement of entry into the merger agreement. Peers include Frontier Communications Parent, Inc., Lumen Technologies, Inc., Cable One, Inc., Shenandoah Telecommunications Company, ATN International, WideOpenWest, Inc., Altice USA, Inc. and Charter Communications, Inc.