Unassociated Document
Filed
by
Consolidated Communications Holdings, Inc.
pursuant
to Rule 425 under the Securities Act of 1933,
as
amended, and
deemed filed pursuant to Rule 14a-12
under
the
Securities Exchange Act of 1934, as amended
Subject
Company: North Pittsburgh Systems, Inc.
Commission
File No.: 0-13716
| For Immediate Release |
|
CONTACT: Laura
ZuHone |
| July 2, 2007 |
|
(217)
234-5965
|
| |
|
|
Consolidated
Communications to purchase Pennsylvania
telecommunications
company
MATTOON
-
Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) announced today that
it has entered into a definitive agreement to acquire North Pittsburgh Systems,
Inc. (Nasdaq: NPSI) for $375.1 million.
North
Pittsburgh Systems, Inc. operates North Pittsburgh Telephone Co., a 101-year-old
telecommunications company in western Pennsylvania, as well as competitive
local
exchange carrier and interexchange carrier Penn Telecom and Internet service
provider Nauticom. The corporation has more than 300 employees, and some 144,100
total connections. North Pittsburgh Telephone has a 285-square-mile service
area
including the counties of Allegheny, Armstrong, Butler and Westmoreland.
The
sale
is expected to close in the fourth quarter of 2007 or first quarter of 2008,
subject to certain customary conditions, including approvals from federal and
Pennsylvania regulators.
Bob
Currey, Consolidated Communications’ president and CEO, said the acquisition
would complement Consolidated’s operations in Illinois and Texas, and allow the
company to leverage its assets and enhance the telecommunications offerings
in
North Pittsburgh’s service area.
“The
North Pittsburgh team has established a strong reputation with their customers
and in the communities they serve. North Pittsburgh delivers an attractive
market, a strong network, and history of success, providing a solid foundation
on which we can build. The team at Consolidated has a proven track record of
combining telecommunications properties and achieving efficiencies for the
combined company.” said Currey. “This acquisition strengthens our company and
will have an overall positive impact on our business.”
Founded
in 1894, Consolidated Communications Holdings, Inc., (NASDAQ: CNSL) is a family
of companies providing advanced voice, data, and video services to both business
and residential customers. Services include local and long distance, high-speed
Internet, digital TV, private line, carrier services, wireless phone and VoIP.
Serving markets in Illinois and Texas, Consolidated Communications operates
the
14th largest independent local telephone company in the nation. Its related
businesses complement its core telecommunications business and include directory
services, business systems, retail and operator services, call completion
services, and fully-integrated telemarketing and fulfillment services.
Additional information about Consolidated Communications Holdings, Inc. and
its
products and service is available at www.consolidated.com.
Safe
Harbor
Any
statements other than statements of historical facts, including statements
about
management’s beliefs and expectations, are forward-looking statements and should
be evaluated as such. These statements are made on the basis of management’s
views and assumptions regarding future events and business performance. Words
such as “estimate,” “believe,” “anticipate,” “expect,” and similar expressions
are intended to identify forward-looking statements. Forward-looking statements
(including oral representations) involve risks and uncertainties that may cause
actual results to differ materially from any future results, performance or
achievements expressed or implied by such statements. These risks and
uncertainties include the ability of Consolidated Communications Holdings,
Inc.
(the “Company”) to complete the acquisition, successfully integrate the
operations of North Pittsburgh Systems, Inc. (“North Pittsburgh”) and realize
the synergies from the acquisition, as well as a number of other factors related
to the businesses of the Company and North Pittsburgh, including various
risks to stockholders of not receiving dividends and risks to the Company’s
ability to pursue growth opportunities if the Company continues to pay dividends
according to the current dividend policy; various risks to the price and
volatility of the Company’s common stock; the substantial amount of debt and the
Company’s ability to incur additional debt in the future; the Company’s need for
a significant amount of cash to service and repay the debt and to pay dividends
on the Company’s common stock; restrictions contained in the Company’s debt
agreements that limit the discretion of management in operating the business;
the ability to refinance the existing debt as necessary; regulatory changes,
rapid development and introduction of new technologies and intense competition
in the telecommunications industry; risks associated with the Company’s possible
pursuit of acquisitions; economic conditions in the Company’s and North
Pittsburgh’s service areas in Illinois, Texas and Pennsylvania; system failures;
losses of large customers or government contracts; risks associated with the
rights-of-way for the network; disruptions in the relationship with third party
vendors; losses of key management personnel and the inability to attract and
retain highly qualified management and personnel in the future; changes in
the
extensive governmental legislation and regulations governing telecommunications
providers and the provision of telecommunications services; telecommunications
carriers disputing and/or avoiding their obligations to pay network access
charges for use of the Company’s network; high costs of regulatory compliance;
the competitive impact of legislation and regulatory changes in the
telecommunications industry; and liability and compliance costs regarding
environmental regulations. These and other risks and uncertainties are discussed
in more detail in the Company’s and North Pittsburgh’s filings with the
Securities and Exchange Commission, including our respective reports on Form
10-K and Form 10-Q.
Many
of
these risks are beyond management’s ability to control or predict. All
forward-looking statements attributable to the Company, North Pittsburgh or
persons acting on behalf of each of them are expressly qualified in their
entirety by the cautionary statements and risk factors contained in this
communication and the companies’ filings with the Securities and Exchange
Commission. Because of these risks, uncertainties and assumptions, you should
not place undue reliance on these forward-looking statements. Furthermore,
forward-looking statements speak only as of the date they are made. Except
as
required under the federal securities laws or the rules and regulations of
the
Securities and Exchange Commission, we do not undertake any obligation to update
or review any forward-looking information, whether as a result of new
information, future events or otherwise.
Prospectus/Proxy
Statement
This
material is not a substitute for the prospectus/proxy statement the Company
and
North Pittsburgh will file with the Securities and Exchange Commission.
Investors
are urged to read the prospectus/proxy statement, which will contain important
information, including detailed risk factors, when it becomes
available.
The
prospectus/proxy statement and other documents which will be filed by the
Company and North Pittsburgh with the Securities and Exchange Commission will
be
available free of charge at the Securities and Exchange Commission’s website,
www.sec.gov, or by directing a request when such a filing is made to
Consolidated Communications, 121 South 17th
Street,
Mattoon, IL 61938, Attention: Investor Relations; or to North Pittsburgh, 4008
Gibsonia Road, Gibsonia, Pennsylvania 15044, Attention: Investor Relations.
The
final prospectus/proxy statement will be mailed to shareholders of North
Pittsburgh.
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.
Proxy
Solicitation
The
Company and North Pittsburgh, and certain of their respective directors,
executive officers and other members of management and employees are
participants in the solicitation of proxies in connection with the proposed
transactions. Information about the directors and executive officers of the
Company is set forth in the proxy statement for the Company’s 2007 annual
meeting of shareholders. Information about the directors and executive officers
of North Pittsburgh is set forth in the company’s Annual Report on Form 10-K for
the year ended December 31, 2006, as amended. Investors may obtain additional
information regarding the interests of such participants in the proposed
transactions by reading the prospectus/proxy statement for such proposed
transactions when it becomes available.
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