CINCINNATI, March 6, 2020 /PRNewswire/ -- Cincinnati
Bell Inc. (NYSE: CBB), today announced it has received a binding
proposal from Macquarie Infrastructure and Real Assets
Inc. ("MIRA") that Cincinnati Bell's Board of Directors, in
consultation with its legal and financial advisors, has determined
constitutes a "Superior Company Proposal" as defined in Cincinnati
Bell's previously announced merger agreement with Brookfield
Infrastructure (NYSE: BIP; TSX: BIP.UN) ("Brookfield").
Under the terms of MIRA's proposal, which contains definitive
documentation, MIRA would acquire all outstanding shares of common
stock of Cincinnati Bell for $15.50
per share in cash.
On March 5, 2020, Cincinnati Bell
notified Brookfield that
Cincinnati Bell's Board has determined MIRA's proposal constitutes
a "Superior Company Proposal" and that, after complying with its
obligations under the Brookfield
merger agreement, Cincinnati Bell intends to terminate the
Brookfield merger agreement and
enter into a definitive agreement with MIRA in connection with
MIRA's proposal. Pursuant to the terms of the Brookfield merger agreement, Brookfield has the right until 11:59 p.m. ET on March 12, 2020, to
negotiate revisions to the existing merger agreement between
Cincinnati Bell and Brookfield so
that the proposal from MIRA would no longer constitute a "Superior
Company Proposal." Cincinnati Bell
will negotiate in good faith with Brookfield during this period, and the
Cincinnati Bell Board will consider in good faith any changes to
the Brookfield merger agreement
that Brookfield may propose during
this period. MIRA's proposal will remain outstanding until
11:59 p.m. ET on March 13,
2020.
The Brookfield merger agreement
remains in effect and Cincinnati Bell's Board has not changed its
recommendation with respect to the Brookfield transaction, nor has it made any
recommendation with respect to MIRA's proposal.
Advisors
Morgan Stanley & Co. LLC and Moelis & Company LLC are
acting as financial advisors and Cravath, Swaine & Moore LLP,
Morgan, Lewis & Bockius LLP, and BosseLaw PLLC are acting as
legal advisors.
About Cincinnati Bell Inc.
With headquarters in Cincinnati,
Ohio, Cincinnati Bell Inc. (NYSE: CBB) delivers integrated
communications solutions to residential and business customers over
its fiber-optic and copper networks including high-speed internet,
video, voice and data. Cincinnati Bell 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 www.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. In connection with the
proposed acquisition, Cincinnati Bell filed a preliminary proxy
statement and intends to furnish or file other relevant materials
with the United States Securities and Exchange Commission (the
"SEC") in connection with the proposed transaction. The
definitive proxy statement will be sent or given to the
shareholders of Cincinnati Bell and will contain important
information about the proposed acquisition and related
matters. Shareholders of Cincinnati Bell are urged to read
all relevant documents filed with the SEC, including Cincinnati
Bell's proxy statement, 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'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'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 with Brookfield.
Information regarding the interests of these participants which
may, in some cases, be different than those of Cincinnati Bell's
shareholders generally, is included in the preliminary proxy
statement that has been filed with the SEC and will be included in
the definitive proxy statement to be filed with the SEC.
Additional 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,
2019, which was filed with the SEC on February 24, 2020. These documents may be
obtained free of charge from the sources indicated above.
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,"
"proposes," "potential," "could," "should," "outlook," 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. For example,
MIRA's proposal may not result in a definitive agreement for an
alternative transaction or an amended transaction with Brookfield (together, the "proposed
transactions"). Factors that could cause or contribute to
such differences include, but are not limited to: (i) the risk that
the proposed transactions 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 transactions 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 proposed transactions 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
proposed transactions, 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 proposed
transactions 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 proposed transactions 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, 2019 and, in particular, the risks
discussed under the caption "Risk Factors" in Item 1A, and those
discussed in Brookfield's most
recent Annual Report on Form 20-F filed with the SEC on
February 28, 2020 and, in particular,
the risks discussed under the caption "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations, and (B) those discussed in other documents
Cincinnati Bell filed with the SEC. Actual results may differ
materially and adversely from those expressed in any
forward-looking statements. Neither Cincinnati Bell nor
Brookfield 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.