Alaska Communications Stockholders Approve Merger with ATN International, Inc.
March 15 2021 - 8:55AM
Business Wire
Alaska Communications Systems Group, Inc. (NASDAQ: ALSK)
(“Alaska Communications” or the “Company”) announced that, based on
the preliminary voting results from a special meeting of
stockholders held on Friday, March 12, 2021, Alaska Communications’
stockholders have approved the adoption of the previously announced
merger agreement relating to the proposed transaction between
Alaska Communications and a newly formed entity created by ATN
International, Inc. (NASDAQ: ATNI) (“ATN”) and ATN’s financial
partner Freedom 3 Capital, LLC (“F3C”), whereby Alaska
Communications will become a consolidated, majority owned and
operated subsidiary of ATN.
After certification by the inspector of elections, the final
voting results will be filed with the U.S. Securities and Exchange
Commission in a Form 8-K, which will also be available at
www.sec.gov.
Approval by Alaska Communications’ stockholders is a condition
to closing of the merger. Consummation of the merger remains
subject to receipt of certain regulatory approvals and certain
other customary closing conditions set forth in the merger
agreement. The merger is expected to close in the third quarter of
2021.
About Alaska Communications
Alaska Communications (NASDAQ: ALSK) is the leading provider of
advanced broadband and managed IT services for businesses and
consumers in Alaska. The Company operates a highly reliable,
advanced statewide data network with the latest technology and the
most diverse undersea fiber optic system connecting Alaska to the
contiguous U.S. For more information, visit
www.alaskacommunications.com or www.alsk.com.
About ATN International, Inc.
ATN International, Inc. (NASDAQ: ATNI), headquartered in
Beverly, Massachusetts, invests in and operates communications and
technology businesses in the United States and internationally,
including the Caribbean region, with a particular focus on markets
with a need for significant infrastructure investments and
improvements. Our operating subsidiaries today primarily provide:
(i) advanced wireless and wireline connectivity to residential and
business customers, including a range of high speed internet
services, mobile wireless solutions, video services and local
exchange services, and (ii) wholesale communications infrastructure
services such as terrestrial and submarine fiber optic transport,
communications tower facilities, managed mobile networks, and
in-building wireless systems. For more information, please visit
www.atni.com.
About Freedom 3 Capital
Freedom 3 Capital invests in companies at inflection points. We
help middle-market companies address strategic growth opportunities
by delivering unique capital solutions. Our investment process
provides F3C the flexibility to tailor investment structures to the
industry dynamics, the company’s specific requirements and the
management team and owners’ long-term business objectives. Beyond
the value of our capital, we believe our private equity approach to
credit investing creates valuable, lasting partnerships with
stakeholders and management teams. F3C is currently investing out
of Fund 4 with offices in New York and Kansas City.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. The reader is cautioned not to rely on these
forward-looking statements. These statements are based on current
expectations of future events and these include statements using
the words such as will and expected, and similar statements. If
underlying assumptions prove inaccurate or known or unknown risks
or uncertainties materialize, actual results could vary materially
from the expectations of the Company. Risks and uncertainties
include, but are not limited to: (i) the risk that the transaction
may not be completed in a timely manner or at all, which may
adversely affect the Company’s business and the price of its common
stock, (ii) the failure to satisfy the conditions to the
consummation of the transaction, including the receipt of certain
governmental and regulatory approvals, (iii) the failure of Project
8 Buyer, LLC (“Parent”) and Project 8 MergerSub, Inc. (“Merger
Sub”) to obtain the necessary financing pursuant to the
arrangements set forth in the commitment letters delivered pursuant
to the definitive Agreement and Plan of Merger among Parent, Merger
Sub and the Company (the “Merger Agreement”) or otherwise, (iv) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement, (v) the
effect of the announcement or pendency of the transaction on the
Company’s business relationships, operating results, and business
generally, (vi) risks that the proposed transaction disrupts the
Company’s current plans and operations and potential difficulties
in the Company’s employee retention as a result of the transaction
and (vii) the outcome of any legal proceedings that may be
instituted against the Company or Parent or Merger Sub related to
the Merger Agreement or the transaction contemplated thereby. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties that affect the businesses of the Company described
in the “Risk Factors” section of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2019, filed with the SEC
on March 16, 2020 and other reports and documents filed from time
to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Copies of these filings are available
online at https://www.alsk.com/. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and the Company
assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. The Company does not give any
assurance that it will achieve its expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20210315005189/en/
Alaska Communications Media Contact Heather Cavanaugh,
907-564-7722 Director, External Affairs and Corporate
Communications
Alaska Communications Investor Contact Tiffany Smith,
907-564-7556 Manager, Board and Investor Relations
investors@acsalaska.com
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