PAETEC Announces Voluntary Delisting from NASDAQ Global Select Market
November 30 2011 - 4:12PM
Business Wire
PAETEC Holding Corp. (NASDAQ GS: PAET) (“PAETEC”) announced
today that it has notified The NASDAQ Stock Market LLC (“NASDAQ”)
of its intent to delist its common stock from the NASDAQ Global
Select Market following the completion of its merger with Peach
Merger Sub, Inc., a wholly-owned subsidiary of Windstream
Corporation (NASDAQ GS: WIN), pursuant to an Agreement and Plan of
Merger, dated as of July 31, 2011, among PAETEC, Peach Merger Sub,
Inc. and Windstream Corporation. The merger will become effective
at 11:59 p.m. today, in accordance with the terms of a certificate
of merger filed today with the Secretary of State of the State of
Delaware as part of the closing process. PAETEC has requested today
that NASDAQ file with the U.S. Securities and Exchange Commission a
Form 25 relating to the delisting of PAETEC’s common stock from the
NASDAQ Global Select Market. Trading of PAETEC’s common stock on
the NASDAQ Global Select Market will be suspended effective
immediately.
As previously announced, the merger transaction was approved by
PAETEC stockholders at a special meeting of stockholders held on
October 27, 2011. Upon completion of the merger, PAETEC
stockholders will receive 0.460 shares of Windstream common stock
for each share of PAETEC common stock they own as of the effective
time of the merger.
About PAETEC
PAETEC (NASDAQ GS: PAET) is personalizing communications and
energy solutions in 86 of the top 100 metropolitan areas across the
United States. We offer a comprehensive suite of network services
(voice, data and fiber solutions), as well as managed services,
cloud and data center services, software and technology,
and energy services. For more information,
visit www.paetec.com.
Forward-Looking Statements
Except for statements that present historical facts, this
release contains “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. In some cases, you can identify
these statements by such forward-looking words as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “should,” “will” and “would,” or similar expressions.
These statements represent PAETEC’s judgment only as of the date of
this press release. Forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause
PAETEC’s actual operating results, financial position, levels of
activity or performance to be materially different from those
expressed or implied by such forward-looking statements. Some of
the risks, uncertainties and factors are discussed under the
caption “Risk Factors” in PAETEC’s 2010 Annual Report on Form 10-K
and in PAETEC’s subsequently filed SEC reports. They include, but
are not limited to, the following risks, uncertainties and other
factors: the risks and uncertainties associated with PAETEC’s
proposed merger with Windstream; adverse effects to PAETEC’s
business resulting from business uncertainties and contractual
restrictions while PAETEC’s proposed merger with Windstream is
pending; general economic conditions and trends; the continued
availability of necessary network elements at acceptable cost from
competitors; changes in regulation and the regulatory environment;
industry consolidation; PAETEC’s ability to manage its business
effectively; competition in the markets in which PAETEC operates;
failure to adapt product and service offerings to changes in
customer preferences and in technology; PAETEC’s ability to
integrate the operations of acquired businesses; PAETEC’s ability
to implement its acquisition strategy; any significant impairment
of PAETEC’s goodwill; future sales of PAETEC’s common stock in the
public market and PAETEC’s ability to raise capital in the future;
PAETEC’s significant level of debt and interest payment obligations
and compliance with covenants under PAETEC’s debt agreements;
PAETEC’s ability to attract and retain qualified personnel and
sales agents; PAETEC’s failure to obtain and maintain network
permits and rights-of-way; PAETEC’s involvement in disputes and
legal proceedings; PAETEC’s ability to maintain and enhance its
back office systems; and effects of network failures, system
breaches, natural catastrophes and other service interruptions.
PAETEC disclaims any obligation to update any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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