Consolidated Communications Files Letter To Shareholders Highlighting Benefits Of Proposed Transaction With Searchlight And BCI; Urges Shareholders To Vote For The Proposed Transaction

Author: Benzinga Newsdesk | December 18, 2023 09:13am

Urges Shareholders to Protect Their Investments by Voting FOR the Proposed Transaction

Consolidated Communications Holdings, Inc. (NASDAQ:CNSL) (the "Company" or "Consolidated"), a top 10 fiber provider in the U.S., today announced that it has filed its definitive proxy statement. The Company has also filed a letter to shareholders in connection with its upcoming special meeting of shareholders (the "Special Meeting") urging 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, and shareholders of record as of December 13, 2023 will be entitled to vote at the meeting.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20231217888743/en/

1. Unaffected stock price as of April 12, 2023, the last trading day prior to public announcement of the non-binding proposal. 2. Peers include Frontier Communications, Lumen, Cable One, Shentel, ATN International, WideOpenWest, Altice USA and Charter Communications. 3. Calendar day volume-weighted average prices as of April 12, 2023.

The Consolidated board of directors (the "Board") believes the offer of $4.70 per share represents the best risk-adjusted outcome for shareholders, particularly in light of the significant risks associated with Consolidated's prospects as a public company with limited access to capital. The Board urges shareholders to vote "FOR" the Proposed Transaction. Highlights from the letter include:

• The Proposed Transaction delivers a significant cash premium, representing a compelling opportunity for shareholders to receive an attractive and certain value for their investment.
  • Even as peer stock prices have fallen, the purchase price exceeds Consolidated's stock price at every point over the last year, even after the initial bid was made public, underscoring the value-maximizing nature of the Proposed Transaction.
• The Proposed Transaction eliminates the ongoing uncertainty from liquidity, funding and execution risks and transfers those risks to Searchlight and BCI.
  • The operating environment makes it difficult and costly for Consolidated to execute its strategy, and Consolidated does not have the liquidity to fund its future fiber builds at the pace necessary to remain competitive.
  • By slowing the Company's fiber build pace, which it needs to do in 2024 to preserve liquidity, competitors will have additional time to build fiber in certain of Consolidated's markets ahead of the Company, creating a clear competitive disadvantage and an impediment to future growth.
• The special committee established by the Board, composed of independent and disinterested directors, undertook a robust and thorough evaluation of all opportunities, including continuing as a standalone company, and determined that the Proposed Transaction is the most compelling – and only viable – path forward.
• Wildcat's perspective is based on incomplete information, and a misunderstanding of the risks and opportunities facing the Company. Wildcat has based its views on hypothetical and highly uncertain long-term scenarios for Consolidated that ignore the near-term realities of operational risk, competitive intensity and financing uncertainty that the Company faces today. Following Wildcat's misguided perspective would only endanger the value and certainty that shareholders will receive if they support the Proposed Transaction.

Posted In: CNSL