Reminds Shareholders to Vote FOR the Value
Maximizing Proposed Transaction
Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the
“Company” or “Consolidated”), has mailed a letter to its
shareholders in connection with its upcoming special meeting of
shareholders (the “Special Meeting”). Consolidated is reminding
shareholders to vote “FOR” the proposed acquisition of the Company
by affiliates of Searchlight Capital Partners, L.P. (“Searchlight”)
and British Columbia Investment Management Corporation (“BCI”) (the
“Proposed Transaction”). The Special Meeting is scheduled to be
held on January 31, 2024. Shareholders of record as of December 13,
2023, are entitled to vote at the Special Meeting.
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the full release here:
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The full text of the letter mailed to shareholders follows:
January 3, 2024
Dear Fellow Shareholders,
You have the opportunity to protect the value
of your investment and realize the benefits of the value-maximizing
transaction with Searchlight and BCI. In order to participate, you
must cast your vote ahead of the special meeting on January 31,
2024. The board of directors of the Company (the “Board”) strongly
urges you to vote “FOR” the Proposed Transaction. Your vote is
extremely important, regardless of how many shares you own. Not
voting is the same as voting against the transaction.
Proposed Transaction Delivers
Financially Compelling and Certain Value to Consolidated
Shareholders, While Transferring Risk to Searchlight and
BCI
Following an extensive and thorough review by
a special committee of independent and disinterested members of the
Board, the Board strongly believes the $4.70 per share cash offer
from Searchlight and BCI is the best risk-adjusted outcome for
shareholders, particularly in light of the significant risk
associated with Consolidated’s prospects as a standalone public
company with limited access to capital.
See Image 1.
Independent Third-Party Analysts
Endorse Both the Valuation and the Sale Strategy
The transaction price of $4.70 per share also
exceeds equity analysts’ price targets for Consolidated as a
standalone public company disclosed prior to April 13, 2023, the
day Searchlight and BCI’s non-binding offer was made public.
See Image 2.
The independent third-party analysts who
cover our Company agree – this transaction is positive for the
Company’s shareholders4:
- “Net-net, we view the outcome positively for CNSL shareholders,
especially in the context of a weakening near-term operating
position.” – Citi, October 16, 2023
- “… we view Searchlight's take-private bid and fully funded FTTH
build plan as the cleanest strategy.” – Wells Fargo, August 8,
2023
Cast Your Vote Ahead of the
Special Meeting on January 31, 2024
The Board recommends that you vote “FOR” the
Proposed Transaction. Casting your vote is the only way for you to
secure this compelling cash premium.
If not enough shareholders vote,
Consolidated’s share price is at risk of dropping potentially below
the pre-announcement price. Maximize the value of your
investment and vote “FOR” the Proposed Transaction today.
Vote Your Shares “FOR” Today to
Maximize the Value of Your Investment – Not Voting Is the
Same as Voting Against the Transaction
We thank you for your continued support.
Sincerely,
The Board of Directors of Consolidated
Communications Holdings, Inc.
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.
Forward-Looking
Statements
Certain statements in this communication are forward-looking
statements and are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements reflect, among other things, the
Company’s current expectations, plans, strategies and anticipated
financial results.
There are a number of risks, uncertainties and conditions that
may cause the Company’s actual results to differ materially from
those expressed or implied by these forward-looking statements,
including: (i) the risk that the Proposed Transaction may not be
completed in a timely manner or at all; (ii) the failure to
receive, on a timely basis or otherwise, the required approvals of
the Proposed Transaction by the Company’s stockholders; (iii) the
possibility that any or all of the various conditions to the
consummation of the Proposed Transaction may not be satisfied or
waived, including the failure to receive any required regulatory
approvals from any applicable governmental entities (or any
conditions, limitations or restrictions placed on such approvals);
(iv) the possibility that competing offers or acquisition proposals
for the Company will be made; (v) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the definitive transaction agreement relating to the
Proposed Transaction, including in circumstances which would
require the Company to pay a termination fee; (vi) the effect of
the announcement or pendency of the Proposed Transaction on the
Company’s ability to attract, motivate or retain key executives and
employees, its ability to maintain relationships with its
customers, suppliers and other business counterparties, or its
operating results and business generally; (vii) risks related to
the Proposed Transaction diverting management’s attention from the
Company’s ongoing business operations; (viii) the amount of costs,
fees and expenses related to the Proposed Transaction; (ix) the
risk that the Company’s stock price may decline significantly if
the Proposed Transaction is not consummated; (x) the risk of
shareholder litigation in connection with the Proposed Transaction,
including resulting expense or delay; and (xi) (A) the risk factors
described in Part I, Item 1A of Risk Factors in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2022 and
(B) the other risk factors identified from time to time in the
Company’s other filings with the SEC. Filings with the SEC are
available on the SEC’s website at http://www.sec.gov.
Many of these circumstances are beyond the Company’s ability to
control or predict. These forward-looking statements necessarily
involve assumptions on the Company's part. These forward-looking
statements generally are identified by the words “believe,”
“expect,” “anticipate,” “intend,” “plan,” “should,” “may,” “will,”
“would” or similar expressions. All forward-looking statements
attributable to the Company or persons acting on the Company’s
behalf are expressly qualified in their entirety by the cautionary
statements that appear throughout this communication. Furthermore,
undue reliance should not be placed on forward-looking statements,
which are based on the information currently available to the
Company and speak only as of the date they are made. The Company
disclaims any intention or obligation to update or revise publicly
any forward-looking statements.
Additional Information and Where to Find
It
This communication may be deemed to be solicitation material in
respect of the Proposed Transaction. The Special Meeting will be
held on January 31, 2024 at 9:00 A.M. Central Time, at which
meeting the stockholders of the Company will be asked to consider
and vote on a proposal to adopt the merger agreement and approve
the Proposed Transaction. In connection with the Proposed
Transaction, the Company filed relevant materials with the SEC,
including the Proxy Statement. The Company commenced mailing the
Proxy Statement and a proxy card to each stockholder of the Company
entitled to vote at the Special Meeting on December 18, 2023. In
addition, the Company and certain affiliates of the Company jointly
filed an amended transaction statement on Schedule 13e-3 (the
“Schedule 13e-3”). INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
THE PROXY STATEMENT AND THE SCHEDULE 13E-3, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY, SEARCHLIGHT AND BCI AND
THE PROPOSED TRANSACTION. Investors and stockholders of the Company
are able to obtain these documents free of charge from the SEC’s
website at www.sec.gov, or free of charge from the Company by
directing a request to the Company at 2116 South 17th Street,
Mattoon, IL 61938, Attention: Investor Relations or at tel: +1
(844) 909-2675.
Notes
1 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. 2 Unaffected stock price as of
April 12, 2023, the last trading day prior to public announcement
of the non-binding proposal. 3 Calendar day VWAPs as of April 12,
2023. 4 Permission to use quotes neither sought nor obtained.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240102122918/en/
Philip Kranz, Investor Relations +1 217-238-8480
Philip.kranz@consolidated.com
Jennifer Spaude, Media Relations +1 507-386-3765
Jennifer.spaude@consolidated.com
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