Additional Proxy Soliciting Materials (definitive) (defa14a)
November 22 2016 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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INTELIQUENT, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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The following email was sent from Matthew Carter, Jr., President and Chief Executive Officer of Inteliquent, Inc.
(Inteliquent) to Inteliquent employees on November 22, 2016:
Team -
As we approach the
Thanksgiving holiday, I want to update you regarding our progress with respect to Inteliquents entry into a definitive agreement to be acquired by an affiliate of GTCR, a Chicago-based private equity firm, and merged with a subsidiary of
Onvoy, a fast-growing communications enablement provider owned by GTCR.
As I mentioned in my announcement last week, our current focus is on ensuring
that the regulatory approval process commences as quickly as possible. I am pleased to report that all necessary approval applications have been filed with the Federal Communications Commission, state public utility commissions, and federal
antitrust authorities. The timeline for approval of those applications varies by jurisdiction, and we will keep you apprised of progress.
Apart from
regulatory approvals, we continue to pursue the go shop process I described last week. This is a process in which Inteliquent determines whether other bidders might make a superior offer to what is called for in the merger agreement. The
aim of this process is to ensure that we obtain maximum value for our shareholders.
I anticipate that we will begin having more information to share in
December, after the go shop period has ended. In the meantime, please keep doing the great work you have been doing. I hope you and your families enjoy the Thanksgiving holiday.
Once again, thank you for all that you do to make Inteliquent successful.
Sincerely,
Matt
Important Information and Where to Find It
In connection
with the proposed transaction contemplated by the Agreement and Plan of Merger, dated November 2, 2016, by and among the Company, Onvoy Igloo Merger Sub, Inc. and Onvoy, LLC (the Merger Agreement), the Company will file with the
Securities and Exchange Commission (the SEC) and furnish to the Companys stockholders a definitive proxy statement. BEFORE MAKING ANY VOTING DECISION, THE COMPANYS STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
CAREFULLY IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE DEFINITIVE PROXY STATEMENT (IF ANY) BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and stockholders may obtain a free copy of documents filed by the Company with the SEC at the SECs website at http://www.sec.gov. In
addition, investors and stockholders may obtain a free copy of the Companys filings with the SEC at the Companys website at http://ir.inteliquent.com/sec.cfm or by directing a written request to: Inteliquent, Inc., 550 West Adams Street,
Suite 900, Chicago, Illinois 60661, Attn: Investor Relations.
The Company and certain of its directors, executive officers, and certain other members of management and
employees of the Company may be deemed to be participants in the solicitation of proxies from stockholders of the Company in favor of the proposed transaction. Information about directors and executive officers of the Company is set forth in the
proxy statement for the Companys 2016 annual meeting of stockholders, as filed with the SEC on Schedule 14A on April 8, 2016. Additional information regarding these individuals and other persons who may be deemed to be participants in the
solicitation of proxies, as well as any direct or indirect interests they may have in the proposed transaction, will be included in the definitive proxy statement with respect to the proposed transaction that the Company will file with the SEC and
furnish to the Companys stockholders.
Forward Looking Statements
Statements herein regarding the proposed transaction contemplated by the Merger Agreement, future financial and operating results, benefits and synergies of
the transaction, future opportunities for the companies and any other statements about future expectations and the intent of any parties about future actions constitute forward-looking statements as defined in the federal securities
laws. Forward-looking statements may be identified by words such as believe, expects, anticipates, projects, intends, should, estimates or similar expressions. Such
statements are based upon current beliefs, expectations and assumptions and are subject to significant risks and uncertainties. There are a number of important factors that could cause actual results or events to differ materially from those
indicated by such forward-looking statements, including: (1) conditions to the closing of the transaction may not be satisfied; (2) the transaction may involve unexpected costs, liabilities or delays; (3) the business of the Company
may suffer as a result of uncertainty surrounding the transaction; (4) the outcome of any legal proceedings related to the transaction; (5) the Company may be adversely affected by other economic, business, and/or competitive factors;
(6) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (7) the ability to recognize benefits of the transaction; (8) risks that the transaction disrupts current
plans and operations and the potential difficulties in employee retention as a result of the transaction; and (9) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the
expected time period or at all. If the transaction is consummated, stockholders unaffiliated with the proposed transaction will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with statements that are included herein and in the Companys filings with the SEC, including its Annual Report on Form 10-K for
the year ended December 31, 2015, which are available on the SECs website at http://www.sec.gov. The Company believes these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking
statements, which are based on current expectations. All written and oral forward-looking statements attributable to the Company, Onvoy or the Sponsors (as defined in the Merger Agreement) or persons acting on any of their behalf are qualified in
their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and the Company, Onvoy and the Sponsors hereby disclaim any obligation to update or revise forward-looking statements as a
result of developments occurring after the date hereof unless required by law. Past financial or operating performance are not necessarily reliable indicators of future performance and you should not use our historical performance to anticipate
results or future period trends.
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