D&E Communications, Windstream merger clears waiting period hurdle

By Lisa Kerner

Charlotte, N.C., June 8 - The Federal Trade Commission granted early termination of the Hart-Scott-Rodino waiting period in the proposed merger of D&E Communications, Inc. and Windstream Corp., a government report said.

In May, Windstream announced it agreed to acquire D&E Communications in a cash-and-stock transaction valued at approximately $330 million, or about $10.88 per share.

D&E Communications shareholders will receive 0.65 shares of Windstream stock and $5 in cash per D&E share under the terms of the companies' definitive merger agreement.

As previously reported, Windstream will issue approximately 9.5 million shares of stock valued at $86 million, based on the company's closing stock price on May 8, and pay approximately $73 million in cash as part of the transaction.

Windstream, a Little Rock, Ark., broadband and entertainment services company, will also assume estimated net debt of $171 million.

The merger is expected to close in the second half of 2009, subject to some conditions including approval by shareholders of D&E Communications, an Ephrata, Pa., integrated communications provider.

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