16.02.2007 14:00:00
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CTE Gives Notice of ''Anticipated Effective Date'' of Merger to Holders of Convertible Notes
Commonwealth Telephone Enterprises, Inc. ("CTE”)
[Nasdaq:CTCO],
today announced that, pursuant to the terms of the indentures relating
to its 3 1/4% Convertible Notes due 2023 ("2003
Notes”) and Series A 3 1/4% Convertible Notes
due 2023 ("2005 Notes”),
its Board of Directors designated March 8, 2007, as the "anticipated
effective date” of the merger of CF Merger
Corp., a wholly owned subsidiary of Citizens Communications Company ("Citizens”)
[NYSE:CZN], with
and into CTE, for purposes of determining the convertibility of the 2003
Notes and 2005 Notes. Holders of the outstanding 2003 Notes may exercise
their conversion rights beginning on February 21, 2007, in accordance
with, and subject to, the provisions of the 2003 Notes and the related
indenture, and holders of the outstanding 2005 Notes may exercise their
conversion rights beginning on February 21, 2007, in accordance with,
and subject to, the provisions of the 2005 Notes and the related
indenture.
Under the terms of the indentures for the 2003 Notes and the 2005 Notes,
CTE is required to give advance notice of the "anticipated
effective date” of the merger. While the
parties expect that the merger may close as early as March 8, 2007, the
merger is still subject to certain customary closing conditions,
including the approval of the Pennsylvania Public Utility Commission,
which may be received as early as March 1, 2007. There can be no
assurance, however, that the required consents or conditions will be
obtained or satisfied by March 8, 2007, or at all, and consequently
there can be no assurance that the merger will be consummated on that
date, or at all.
About CTE
Headquartered in Dallas, PA, Commonwealth Telephone Enterprises, Inc.,
serves business and residential customers with a full array of
technologically advanced data and voice telecommunications products and
services, including broadband data services and high-speed Internet
access, delivered over its 100% digitally switched, fiber-rich network.
CTE’s primary operating segments are:
Commonwealth Telephone Company ("CT”),
a local exchange carrier that has been operating in various rural
Pennsylvania markets since 1897; and, CTSI, LLC ("CTSI”),
a local exchange carrier operating in competitive markets outside CT’s
territory, which formally commenced operations in 1997. CTE deploys
broadband DSL technology to offer high-speed Internet access in the CT
and CTSI service territories. CTE’s support
businesses include epix® Internet
Services (www.epix.net), a rural
dial-up Internet service provider ("ISP”),
and Commonwealth Communications, a provider of telecommunications
equipment and facilities management services.
A web site featuring current information regarding Commonwealth
Telephone Enterprises, Inc., can be found on the Internet at www.ct-enterprises.com.
However, the information on this web site does not form a part of this
release.
Cautionary Statement Regarding
Forward-Looking Statements
This document contains certain "forward-looking
statements” within the meaning of the "safe
harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as "anticipate,” "may,” "can,” "believe,” "expect,” "project,” "intend,” "likely,” similar
expressions and any other statements that predict or indicate future
events or trends or that are not statements of historical facts. These
forward-looking statements are subject to numerous risks and
uncertainties. There are various important factors that could cause
actual outcomes and results to differ materially from those in any such
forward-looking statements. These factors include, but are not limited
to, the following: failure to obtain, delays in obtaining or adverse
conditions contained in any required regulatory approvals; failure to
consummate or delay in consummating the merger for other reasons;
changes in laws or regulations; and changes in general economic
conditions. CTE and Citizens undertake no obligation (and expressly
disclaim any such obligation) to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. For additional information concerning
factors that could cause actual results to materially differ from those
projected herein, please refer to CTE’s and
Citizens’ most recent Form 10-K, 10-Q and 8-K
reports.
Important Information for Investors
and Stockholders
In connection with the proposed merger, on December 19, 2006, CTE filed
with the SEC the definitive proxy statement/prospectus, and Citizens
filed with the SEC a registration statement on Form S-4, of which the
definitive proxy statement/prospectus forms a part. On December 20,
2006, CTE filed with the SEC a revised definitive proxy
statement/prospectus, which includes a form of proxy but is otherwise
the same as the definitive proxy statement/prospectus filed on December
19, 2006. Investors and stockholders of CTE and Citizens are urged to
read the definitive proxy statement/prospectus and any other relevant
documents filed with the SEC because they contain important information
about the proposed merger. Investors and stockholders may obtain these
documents free of charge at the web site maintained by the SEC at www.sec.gov.
In addition, documents filed with the SEC by CTE are available free of
charge by directing a request to Commonwealth Telephone Enterprises,
Inc., 100 CTE Drive, Dallas, Pennsylvania 18612, Attention: Investor
Relations, and documents filed with the SEC by Citizens are available
free of charge by directing a request to Citizens Communications
Company, 3 High Ridge Park, Stamford, CT 06905, Attention: Investor
Relations.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
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