CINCINNATI,
Dec. 23, 2019 /PRNewswire/ --
Cincinnati Bell Inc. (NYSE:CBB), together with Brookfield
Infrastructure (NYSE: BIP; TSX: BIP.UN), today announced an
agreement through which Brookfield Infrastructure and its
institutional partners will acquire Cincinnati Bell in a
transaction valued at approximately $2.6 billion, including debt (the
"Transaction").
Pursuant to the agreement, each issued and outstanding share of
Cincinnati Bell common stock will be converted into the right to
receive $10.50 in cash at closing of
the Transaction. The Transaction price of $10.50 per share of Cincinnati Bell common stock
represents a 36% premium to the closing per share price of
$7.72 on December 20, 2019 and an 84% premium to the
60-day volume weighted average price. The Transaction has
received unanimous approval of Cincinnati Bell's Board of Directors
and is subject to customary closing conditions, including
Cincinnati Bell shareholder approval and regulatory approval.
Lynn A. Wentworth, Chairman of
the Cincinnati Bell Board of Directors, said, "After thoroughly
reviewing a range of strategic alternatives and possible business
opportunities for maximizing value, the Board determined this
transaction was in the best interest of the company, its
shareholders, and its customers. The transaction provides clear and
immediate value at an attractive premium and represents an exciting
new chapter for Cincinnati Bell."
Leigh Fox, President and Chief
Executive Officer of Cincinnati Bell, continued, "The transaction
strengthens our financial position, enabling accelerated investment
in our strategic products that is not presently available to
Cincinnati Bell as a standalone company. This will allow us to
drive growth and maximize value over the long term to the benefit
of all our stakeholders. With Brookfield Infrastructure's support,
we will be better positioned to deliver next generation, integrated
communications for our customers through an expanded fiber network.
Brookfield Infrastructure provides strong industry expertise with a
proven track record of investment in critical data service and
infrastructure. The financial, management, and other resources made
available to Cincinnati Bell through the acquisition will enhance
our networks and services to the benefit of our customers in
Hawaii, Ohio, Kentucky, and Indiana, and across the nation."
"This investment represents an opportunity for Brookfield
Infrastructure to acquire a great franchise and leading fiber
network operator in North
America," said Sam Pollock,
Chief Executive Officer of Brookfield Infrastructure. "We are
excited to leverage our operating expertise to work with the
company's management team as it completes its industry-leading
fiber optic rollout plan. Cincinnati Bell is a great addition to
our data infrastructure portfolio and we expect it will contribute
strong utility-like cash flows with predictable growth."
Cincinnati Bell owns and operates the leading data transmission
and distribution network in Cincinnati,
Ohio and Hawaii, with a
footprint of over 1.3 million homes, delivering core fiber
broadband, video and voice services to residential and enterprise
customers. The business is undergoing an industry-leading
transformation to upgrade its network to next generation fiber,
which will be critical to support the growing demand for data and
the advent of 5G. Thus far, Cincinnati Bell has future-proofed 50%
of its network, representing more than 17,000 miles of dense metro
and last-mile fiber and has plans to further upgrade its network
over the next few years. The ongoing fiber upgrade allows
Cincinnati Bell to provide utility-like services for broadband and
data, generating stable and growing cash flows.
Brookfield Infrastructure is a leading global company with a
long-standing history as an owner and operator of high-quality
infrastructure assets. It has a global portfolio of assets in the
utilities, transport, energy and data infrastructure sectors across
North and South America,
Asia Pacific and Europe.
The Transaction is expected to close by the end of 2020. It is
subject to certain customary closing conditions, including the
approval by Cincinnati Bell's shareholders, expiration or
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and certain regulatory
approvals. Cincinnati Bell will file a current report on Form 8-K
with the U.S. Securities and Exchange Commission containing a
summary of the terms and conditions of the proposed acquisition as
well as a copy of the merger agreement.
Advisors
White & Case LLP is serving as lead legal advisor to
Brookfield Infrastructure on this Transaction. Financing will be
led by a syndicate of banks including Bank of America, BMO Capital
Markets Corp., Citigroup Global Markets Inc., TD Securities and
Wells Fargo Securities, LLC.
Morgan Stanley & Co. LLC and Moelis & Company LLC are
acting as financial advisors and Cravath, Swaine & Moore LLP,
Morgan, Lewis & Blockius LLP, and BosseLaw PLLC are acting as
legal advisors to Cincinnati Bell.
Cincinnati Bell Inc. has headquarters in Cincinnati,
Ohio. Cincinnati Bell delivers
integrated communications solutions to residential and business
customers over its fiber-optic and copper networks including
high-speed internet, video, voice and data. The
Company provides service in areas
of Ohio, Kentucky, Indiana and Hawaii. In
addition, enterprise customers across the United
States and Canada rely on CBTS and OnX, wholly-owned
subsidiaries, for efficient, scalable office communications systems
and end-to-end IT solutions. For more information, please
visit www.cincinnatibell.com. The information on the Company's
website is not incorporated by reference in this press release.
Brookfield Infrastructure Partners is a leading
global infrastructure company that owns and operates high-quality,
long-life assets in the utilities, transport, energy and data
infrastructure sectors across North and South America, Asia
Pacific and Europe. We are
focused on assets that generate stable cash flows and require
minimal maintenance capital expenditures. Brookfield Infrastructure
Partners is listed on the New York
and Toronto stock exchanges.
Further information is available at
www.brookfield.com/infrastructure.
Brookfield Infrastructure is the flagship listed infrastructure
company of Brookfield Asset Management, a global alternative asset
manager with over $500 billion of
assets under management. For more information, go to
www.brookfield.com.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of Cincinnati Bell by
Brookfield Infrastructure. In connection with the proposed
acquisition, Cincinnati Bell intends to file relevant materials
with the United States Securities and Exchange Commission (the
"SEC"), including Cincinnati Bell's proxy statement in preliminary
and definitive form. Shareholders of Cincinnati Bell are
urged to read all relevant documents filed with the SEC, including
Cincinnati Bell's proxy statement when it becomes available,
because they will contain important information about the proposed
transaction and the parties to the proposed transaction.
Investors and shareholders are able to obtain the documents (once
available) free of charge at the SEC's website at www.sec.gov,
or free of charge from Cincinnati Bell at
investor.cincinnatibell.com or by directing a request to Cincinnati
Bell's Investor Relations Department at 1-800-345-6301 or
investorrelations@cinbell.com, and Brookfield Infrastructure's
annual reports on Form 20-F, reports on Form 6-K and amendments to
those reports filed or furnished pursuant to section 13(a) or 15(d)
of the Securities Exchange Act of 1934 are available free of charge
through Brookfield Infrastructure's website at
https://bip.brookfield.com/, in each case, as soon as reasonably
practicable after they are electronically filed with, or furnished
to, the SEC.
Participants in the Solicitation
Cincinnati Bell and its directors, executive officers and other
members of management and employees, under SEC rules, may be deemed
to be "participants" in the solicitation of proxies from
shareholders of Cincinnati Bell in favor of the proposed
transaction. Information about Cincinnati Bell's directors and
executive officers is set forth in Cincinnati Bell's Proxy
Statement on Schedule 14A for its 2019 Annual Meeting of
Shareholders, which was filed with the SEC on March 19, 2019, and its Annual Report on Form
10-K for the fiscal year ended December 31,
2018, which was filed with the SEC on February 22, 2019. These documents may be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants which may, in some cases, be different than those of
Cincinnati Bell's shareholders generally, will also be included in
Cincinnati Bell's proxy statement relating to the proposed
transaction, when it becomes available.
Cautionary Statement Regarding Forward-Looking
Statements
Certain of the statements in this communication contain
forward-looking statements regarding future events and results that
are subject to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. All statements, other
than statements of historical facts, are statements that could be
deemed forward-looking statements. These statements are based on
current expectations, estimates, forecasts, and projections about
the industries in which we operate and the beliefs and assumptions
of our management. Words such as "expects," "anticipates,"
"predicts," "projects," "intends," "plans," "believes," "seeks,"
"estimates," "continues," "endeavors," "strives," "will," "may," or
variations of such words and similar expressions are intended to
identify such forward-looking statements. In addition, any
statements that refer to projections of future financial
performance, anticipated growth and trends in businesses, and other
characterizations of future events or circumstances are
forward-looking statements. Readers are cautioned that these
forward-looking statements are based on current expectations and
assumptions that are subject to risks and uncertainties, which
could cause actual results to differ materially and adversely from
those reflected in the forward-looking statements. Factors that
could cause or contribute to such differences include, but are not
limited to: (i) the risk that the proposed merger with Brookfield
Infrastructure may not be completed in a timely manner or at all;
(ii) the failure to receive, on a timely basis or otherwise, the
required approval of the proposed merger with Brookfield
Infrastructure by Cincinnati Bell's shareholders; (iii) the
possibility that competing offers or acquisition proposals for
Cincinnati Bell will be made; (iv) the possibility that any or all
of the various conditions to the consummation of the merger 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); (v) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
transaction, including in circumstances which would require
Cincinnati Bell to pay a termination fee or other expenses; (vi)
the effect of the announcement or pendency of the transaction on
Cincinnati Bell's ability to retain and hire key personnel, its
ability to maintain relationships with its customers, suppliers and
others with whom it does business, or its operating results and
business generally; (vii) risks related to diverting management's
attention from Cincinnati Bell's ongoing business operations;
(viii) the risk that shareholder litigation in connection with the
transaction may result in significant costs of defense,
indemnification and liability and (ix) for Cincinnati Bell, (A)
those discussed in Cincinnati Bell's Annual Report on Form 10-K for
the fiscal year ended December 31,
2018 and, in particular, the risks discussed under the
caption "Risk Factors" in Item 1A, and those discussed in
Brookfield Infrastructure's most recent Annual Report on Form 20-F
filed with the Securities and Exchange Commission on February 28, 2019 and, in particular, the risks
discussed under the caption "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
operations." (B) those discussed in other documents Cincinnati Bell
filed with the Securities and Exchange Commission. Actual results
may differ materially and adversely from those expressed in any
forward-looking statements. Neither Cincinnati Bell nor Brookfield
Infrastructure undertake any, and expressly disclaim any,
obligation to revise or update any forward-looking statements for
any reason, except as required by applicable law.
View original
content:http://www.prnewswire.com/news-releases/cincinnati-bell-inc-to-be-acquired-by-brookfield-infrastructure-in-2-6-billion-transaction-300978854.html
SOURCE Cincinnati Bell Inc.