By Jennifer Chiou
New York, July 2 - Consolidated Communications Holdings Inc. said it entered into a definitive agreement to acquire North Pittsburgh Systems, Inc. for $25.00 per share in a taxable cash and stock transaction with a total consideration of $375.1 million.
The per-share figure represents a 17.6% premium over Consolidated Communication's June 29 closing price of $21.25.
Under the agreement, North Pittsburgh shareholders would exchange each share they own for either $25.00 in cash or 1.1061947 shares of Consolidated Communications common stock, subject to proration so that 80% of the North Pittsburgh shares will be exchanged for cash and 20% for stock.
Consolidated Communications intends to finance the cash portion of the purchase price with debt and cash on hand.
The company said it obtained a commitment for the financing necessary to complete the transaction from Wachovia Bank, NA.
The acquisition is not subject to a financing condition and is expected to close either in the fourth quarter of 2007 or first quarter of 2008, subject to certain customary conditions, including approvals from federal and state regulators and North Pittsburgh's shareholders.
On a pro forma basis, for the 12 months ended March 31, the combined company would have had revenues of $425.5 million, 293,400 ILEC access lines, 66,300 CLEC access line equivalents, 72,200 DSL subscribers and 1,400 employees.
North Pittsburgh is a telecommunications provider based in Gibsonia, Pa.
Consolidated Communications is a Mattoon, Ill.-based rural local exchange company.
| Acquirer: | Consolidated Communications Holdings Inc.
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| Target: | North Pittsburgh Systems, Inc.
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| Transaction total: | $375.1 million
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| Price per share: | $25.00
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| Announcement date: | July 2
|
| Expected closing: | Fourth quarter 2007 or first quarter 2008
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| Stock price for target: | Nasdaq: NPSI: $21.25 on June 29
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