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Special Merger
Update Voting Information Your Vote is Important! What vote of Enventis
Shareholders is required to approve the proposals? To approve the Merger
Agreement and the transactions contemplated thereby, including the Merger,
holders of at least two-thirds of the outstanding shares of Enventis common
stock entitled to vote must vote their shares “FOR” the approval of the
proposals. The board of directors of Enventis unanimously recommend that
Enventis shareholders vote “FOR” each of (i) the approval of the Merger
Agreement and the transactions contemplated thereby, including the Merger;
(ii) the approval, by an advisory vote, of the change in control payments to
Enventis’ named executive officers; and (iii) the approval of the adjournment
or postponement of the Enventis special meeting, if necessary or appropriate,
for, among other reasons, the solicitation of additional proxies. How to Vote
Vote by Internet: Vote electronically by accessing www.proxyvote.com. You may
vote via Internet until 11:59 p.m., ET, on October 7, 2014. Have your proxy
card in hand when you access the website and follow the instructions to
obtain your records and create an electronic voting instruction form. Internet
voting is available 24 hours a day, and the procedures are designed to
authenticate votes cast by using a control number located on your proxy card.
These procedures allow you to give a proxy to vote your shares and to confirm
that your instructions have been properly recorded. If you vote through the
Internet, you should not return your proxy card. Vote by Mail: By completing
and properly signing the proxy card sent to you in the mail and returning it
to Enventis, it will be voted as you direct on the proxy card. You should
follow instructions set forth on the proxy card, being sure to complete it,
to sign it and to mail it in the postage-paid envelope enclosed with the
proxy materials. Vote by Telephone: By calling 1-800-690-6903. You may vote
by telephone until 11:59 p.m., ET, on October 7, 2014. This toll free number
is also included on the proxy card. Telephone voting is available 24 hours a
day, and the procedures are designed to authenticate votes cast by using a
control number located on your proxy card. These procedures allow you to give
a proxy vote to your shares, and to confirm that your instructions have been
properly recorded. If you vote by telephone, you should not return your Vote
In Person: At the special shareholder meeting on Wednesday, October 8, 2014.
The meeting will be held at 8 a.m. Central time at Enventis’ corporate
headquarter, 221 East Hickory Street in Mankato, Minnesota 56001. At the
meeting, you will need to request a ballot in order to vote your shares in
person. More information available at enventis.com/proxy Enventis recommends
that you vote in advance even if you plan to attend the meeting so that the
company will know as soon as possible enough votes will be present for
Enventis to hold the meeting. If you are a shareholder of record and attend
the meeting, you may vote at the meeting or deliver your completed proxy card
in person. If you properly return or submit your proxy but do not indicate
how you wish to vote, Enventis will count your proxy as a vote “FOR” the approval
of the Merger Agreement and the transactions contemplated thereby, including
the Merger, “FOR” the approval by advisory vote, of the change in control
payments and “FOR” the proposal to adjourn or postpone the special meeting,
if necessary or appropriate, for, among other reasons, the solicitation of
additional proxies. Safe Harbor The Securities and Exchange Commission
(“SEC”) encourages companies to disclose forward-looking information so that
investors can better understand a company’s future prospects and make
informed investment decisions. Certain statements in this merger fact sheet
are forward-looking statements and are made pursuant to the safe harbor
provisions of the Securities Litigation Reform Act of 1995. These
forward-looking statements reflect, among other things, our current
expectations, plans, strategies, and anticipated financial results. There are
a number of risks, uncertainties, and conditions that may cause our actual
results to differ materially from those expressed or implied by these
forward-looking statements. These risks and uncertainties include
Consolidated’s ability to complete the acquisition of Enventis and
successfully integrate Enventis’ operations and realize the synergies from
the acquisition, as well as a number of factors related to Consoldiated’s
business and that of Enventis, including economic and financial market
conditions generally and economic conditions in Consolidated’s and Enventis’
service areas; various risks to shareholders of not receiving dividends and
risks to Consolidated’s ability to pursue growth opportunities if
Consolidated continues to pay dividends according to the current dividend
policy; various risks to the price and volatility of Consolidated’s common
stock; changes in the valuation of pension plan assets; the substantial
amount of debt and Consolidated’s ability to repay or refinance it or incur
additional debt in the future; Consolidated’s need for a significant amount
of cash to service and repay the debt and to pay dividends on the common
stock; restrictions contained in the debt agreements that limit the
discretion of management in operating the business; regulatory changes,
including changes to subsidies, rapid development and introduction of new
technologies and intense competition in the telecommunications industry;
risks associated with Consolidated’s possible pursuit of acquisitions; system
failures; losses of large customers or government contracts; risks associated
with the rights-of-way for the network; disruptions in the relationship with
third party vendors; losses of key management personnel and the inability to
attract and retain highly qualified management and personnel in the future;
changes in the extensive governmental legislation and regulations governing
telecommunications providers and the provision of telecommunications
services; telecommunications carriers disputing and/or avoiding their
obligations to pay network access charges for use of Consolidated’s and
Enventis’ network; high costs of regulatory compliance; the competitive
impact of legislation and regulatory changes in the telecommunications
industry; and liability and compliance costs regarding environmental
regulations. A detailed discussion of these and other risks and uncertainties
that could cause actual results and events to differ materially from such
forward-looking statements are discussed in more detail in Consolidated’s and
Enventis’ filings with the Securities and Exchange Commission, including the
joint proxy statement/prospectus dated August 21, 2014 that has been mailed
to Consolidated’s and Enventis’ shareholders and Consolidated’s and Enventis’
reports on Form 10-K and Form 10-Q. Many of these circumstances are beyond
Consolidated’s and Enventis’ ability to control or predict. Moreover,
forward-looking statements necessarily involve assumptions on our part. These
forward-looking statements generally are identified by the words “believe”,
“expect”, “anticipate”, “estimate”, “project”, “intend”, “plan”, “should”,
“may”, “will”, “would”, “will be”, “will continue” or similar expressions.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results, performance or
achievements of Consolidated Communications Holdings, Inc. and its subsidiaries
and Enventis and its subsidiaries to be different from those expressed or
implied in the forward-looking statements. All forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements that appear throughout this
merger fact sheet. Furthermore, forward-looking statements speak only as of
the date they are made. Except as required under the federal securities laws
or the rules and regulations of the Securities and Exchange Commission, we
disclaim any intention or obligation to update or revise publicly any
forward-looking statements. You should not place undue reliance on
forward-looking statements. Additional Information This communication relates
to the proposed merger transaction pursuant to the terms of the Agreement and
Plan of Merger, dated as of June 29, 2014, among Enventis Corporation
(“Enventis”), Consolidated Communications Holdings, Inc. (“Consolidated”) and
Sky Merger Sub Inc., a wholly-owned subsidiary of Consolidated. Consolidated
has filed with the Securities and Exchange Commission (“SEC”) a registration
statement on Form S-4 in connection with the proposed merger transaction that
includes the preliminary proxy statement of Enventis, which also constitutes a
prospectus of Consolidated. The Form S-4 was declared effective by the SEC on
August 22, 2014. Enventis mailed to its shareholders the definitive joint
proxy statement/prospectus regarding the proposed merger transaction on
August 28, 2014. Enventis urges investors and security holders to read the
joint proxy statement/prospectus (including all amendments and supplements to
it) and other documents relating to the merger transaction, because they
contain important information about Enventis, Consolidated and the proposed
transaction. Investors and security holders may obtain a free copy of the
Form S-4 and the joint proxy statement/prospectus and other documents
relating to the merger transaction from the SEC’s website at www.sec.gov,
Enventis’ website at www.enventis.com and Consolidated’s website at
www.consolidated.com. In addition, copies of the preliminary joint proxy
statement/prospectus and such other documents may be obtained from Enventis
free of charge by directing a request to Enventis Corporation, 221 East
Hickory Street, P.O. Box 3248, Mankato, MN 56002-3248, Attn: Investor
Relations, telephone: (507) 387-3355. Certain Information Regarding
Participants Enventis and its directors and executive officers may be deemed,
under SEC rules, to be participants in the solicitation of proxies from
Enventis’ shareholders with respect to the proposed merger transaction.
Security holders may obtain information regarding the names, affiliations and
interests of such individuals in the proposed merger transaction in the joint
proxy statement/prospectus that was included in the registration statement on
Form S-4 filed by Consolidated. Copies of the Form S-4 and the joint
preliminary proxy statement/prospectus may be obtained free of charge as set
forth in the previous paragraph. © Enventis Corp. Pg 3 / 3
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