CINCINNATI, Jan. 24, 2020 /PRNewswire/ -- Cincinnati Bell
Inc. (NYSE: CBB) today announced that on January 22, 2020 it received a non-binding
proposal from an infrastructure fund (the "Fund") to acquire all of
the outstanding shares of common stock of Cincinnati Bell for
$12.00 per share in cash (the
"Proposal").
As previously announced on December 23,
2019, Cincinnati Bell entered into a definitive agreement
(the "Brookfield Merger Agreement") through which Brookfield
Infrastructure (NYSE: BIP; TSX: BIP.UN) and its institutional
partners would acquire all of the outstanding shares of common
stock of Cincinnati Bell for $10.50
per share in cash.
Cincinnati Bell has commenced discussions with the Fund
regarding the Proposal following Cincinnati Bell's board of
directors having made the required determinations under the
Brookfield Merger Agreement that allow it to do so. The Brookfield
Merger Agreement remains in effect and accordingly the Cincinnati
Bell board reaffirms its existing recommendation in support of the
transaction with Brookfield Infrastructure at this time.
There can be no assurances that discussions with the Fund will
result in a binding proposal or that a transaction with the Fund
will be approved or consummated.
Advisors
Morgan Stanley & Co. LLC and Moelis & Company LLC are
acting as financial advisors and Cravath, Swaine & Moore LLP,
Morgan, Lewis & Blockius LLP, and BosseLaw PLLC are acting as
legal advisors to Cincinnati Bell.
Cincinnati Bell Inc. has headquarters in Cincinnati,
Ohio. Cincinnati Bell delivers
integrated communications solutions to residential and business
customers over its fiber-optic and copper networks including
high-speed internet, video, voice and data. The
Company provides service in areas
of Ohio, Kentucky, Indiana and Hawaii. In
addition, enterprise customers across the United
States and Canada rely on CBTS and OnX, wholly-owned
subsidiaries, for efficient, scalable office communications systems
and end-to-end IT solutions. For more information, please
visit cincinnatibell.com. The information on the Company's
website is not incorporated by reference in this press release.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of Cincinnati Bell by
Brookfield Infrastructure. In connection with the proposed
acquisition, Cincinnati Bell intends to file relevant materials
with the United States Securities and Exchange Commission (the
"SEC"), including Cincinnati Bell's proxy statement in preliminary
and definitive form. Shareholders of Cincinnati Bell are
urged to read all relevant documents filed with the SEC, including
Cincinnati Bell's proxy statement when it becomes available,
because they will contain important information about the proposed
transaction and the parties to the proposed transaction.
Investors and shareholders are able to obtain the documents (once
available) free of charge at the SEC's website at www.sec.gov,
or free of charge from Cincinnati Bell at
investor.cincinnatibell.com or by directing a request to
Cincinnati Bell's Investor Relations Department at 1-800-345-6301
or investorrelations@cinbell.com, and Brookfield Infrastructure's
annual reports on Form 20-F, reports on Form 6-K and amendments to
those reports filed or furnished pursuant to section 13(a) or 15(d)
of the Securities Exchange Act of 1934 are available free of charge
through Brookfield Infrastructure's website at
https://bip.brookfield.com/, in each case, as soon as reasonably
practicable after they are electronically filed with, or furnished
to, the SEC.
Participants in the Solicitation
Cincinnati Bell and its directors, executive officers and other
members of management and employees, under SEC rules, may be deemed
to be "participants" in the solicitation of proxies from
shareholders of Cincinnati Bell in favor of the proposed
transaction. Information about Cincinnati Bell's directors and
executive officers is set forth in Cincinnati Bell's Proxy
Statement on Schedule 14A for its 2019 Annual Meeting of
Shareholders, which was filed with the SEC on March 19, 2019, and its Annual Report on Form
10-K for the fiscal year ended December 31,
2018, which was filed with the SEC on February 22, 2019. These documents may be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants which may, in some cases, be different than those of
Cincinnati Bell's shareholders generally, will also be included in
Cincinnati Bell's proxy statement relating to the proposed
transaction, when it becomes available.
Cautionary Statement Regarding Forward-Looking
Statements
Certain of the statements in this communication contain
forward-looking statements regarding future events and results that
are subject to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. All statements, other
than statements of historical facts, are statements that could be
deemed forward-looking statements. These statements are based on
current expectations, estimates, forecasts, and projections about
the industries in which we operate and the beliefs and assumptions
of our management. Words such as "expects," "anticipates,"
"predicts," "projects," "intends," "plans," "believes," "seeks,"
"estimates," "continues," "endeavors," "strives," "will," "may," or
variations of such words and similar expressions are intended to
identify such forward-looking statements. In addition, any
statements that refer to projections of future financial
performance, anticipated growth and trends in businesses, and other
characterizations of future events or circumstances are
forward-looking statements. Readers are cautioned that these
forward-looking statements are based on current expectations and
assumptions that are subject to risks and uncertainties, which
could cause actual results to differ materially and adversely from
those reflected in the forward-looking statements. Factors that
could cause or contribute to such differences include, but are not
limited to: (i) the risk that the proposed merger with Brookfield
Infrastructure may not be completed in a timely manner or at all;
(ii) the failure to receive, on a timely basis or otherwise, the
required approval of the proposed merger with Brookfield
Infrastructure by Cincinnati Bell's shareholders; (iii) the
possibility that competing offers or acquisition proposals for
Cincinnati Bell will be made; (iv) the possibility that any or all
of the various conditions to the consummation of the merger may not
be satisfied or waived, including the failure to receive any
required regulatory approvals from any applicable governmental
entities (or any conditions, limitations or restrictions placed on
such approvals); (v) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
transaction, including in circumstances which would require
Cincinnati Bell to pay a termination fee or other expenses; (vi)
the effect of the announcement or pendency of the transaction on
Cincinnati Bell's ability to retain and hire key personnel, its
ability to maintain relationships with its customers, suppliers and
others with whom it does business, or its operating results and
business generally; (vii) risks related to diverting management's
attention from Cincinnati Bell's ongoing business operations;
(viii) the risk that shareholder litigation in connection with the
transaction may result in significant costs of defense,
indemnification and liability and (ix) for Cincinnati Bell, (A)
those discussed in Cincinnati Bell's Annual Report on Form 10-K for
the fiscal year ended December 31,
2018 and, in particular, the risks discussed under the
caption "Risk Factors" in Item 1A, and those discussed in
Brookfield Infrastructure's most recent Annual Report on Form 20-F
filed with the Securities and Exchange Commission on February 28, 2019 and, in particular, the risks
discussed under the caption "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
operations." (B) those discussed in other documents Cincinnati Bell
filed with the Securities and Exchange Commission. Actual results
may differ materially and adversely from those expressed in any
forward-looking statements. Neither Cincinnati Bell nor Brookfield
Infrastructure undertake any, and expressly disclaim any,
obligation to revise or update any forward-looking statements for
any reason, except as required by applicable law.
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SOURCE Cincinnati Bell Inc.