Atlantic Tele-Network To Purchase SoVerNet; SoVerNet Provides Voice and Data Services to Vermont Businesses and Residents.ST. THOMAS, U.S. Virgin Islands -- Atlantic Tele-Network, Inc. ("ATN ATN Acute tubular necrosis, see there ") (AMEX AMEX See: American Stock Exchange :ANK ANK Ankara (Turkey) ANK Attempted, Not Known ANK Alphanumeric Keyboard ANK Anunaki (ancient Sumerian Gods) ), a leading provider of telecommunications services, today announced that it has signed a definitive agreement to acquire 100% of SoVerNet, Inc. in a cash transaction valued at approximately $12.7 million, including the repayment of approximately $1.4 million in SoVerNet debt. SoVerNet, based in Bellows Falls, Vermont Bellows Falls is an incorporated village located in the town of Rockingham in Windham County, Vermont. The population was 3,165 at the 2000 census. History Bellows Falls includes the following entries on the National Register of Historic Places: Revenue from a firm's regular activities less costs and expenses and before income deductions. operating profit See operating income. of approximately $12.9 million and $2.1 million, respectively. ATN will fund the purchase through a combination of cash on hand and borrowings on its existing credit facility. The transaction, structured as a merger, is expected to close in the first quarter of 2006. There are a number of customary conditions to completing the proposed transaction, including the approval of regulatory authorities such as the Vermont PSB PSB Pet Shop Boys (band) PSB Public Service Broadcasting (radio and television) PSB Public Service Board (Vermont) PSB Public Security Bureau (China) and the U.S. Federal Communications Commission Federal Communications Commission (FCC), independent executive agency of the U.S. government established in 1934 to regulate interstate and foreign communications in the public interest. . Management anticipates that the transaction will be accretive to ATN's net income and operating cash flows Operating cash flow Earnings before depreciation minus taxes. Measures the cash generated from operations, not counting capital spending or working capital requirements. in either the first or second quarter of 2006. However, due to a number of uncertainties, including the precise allocation of the purchase price to amortizing and non-amortizing intangible assets, the potential increase in ATN's net income that is likely to result from the transaction cannot be determined at this time. It is even possible that the purchase price allocation could result in the transaction being modestly dilutive to net income. SoVerNet was founded in 1995, and, together with its subsidiaries, has been generating and growing operating profits for several years. Post-closing, SoVerNet will become an indirect subsidiary of ATN and will continue to operate from its primary offices in Bellows Falls and Burlington, Vermont. SoVerNet has approximately 75 employees, all in Vermont, and its switches and transport facilities cover most of the state and its population base. In 2005, SoVerNet completed a new fiber optic network backbone to connect its markets and allow it to expand its offerings of high-speed data services. "We were impressed with the quality and capability of SoVerNet's network and personnel and the positive image the company had generated in its market," said Cornelius B. Prior, Jr., Chairman and Chief Executive Officer of ATN. "We think it is a solid platform for growth, particularly among the small businesses that are prevalent in Vermont. The opportunity is consistent with our focus on smaller markets for communications services and our interest in communications businesses that have a proven ability to operate profitably and satisfy customers." "ATN is an ideal investor for our employees and customers," said Tom Lyons, SoVerNet's Chief Executive Officer. "They understand the value of hands-on attention by people who live and work in the same market as their customers. They see the value in what we have built, and we are hopeful that they can enhance and expand upon SoVerNet's current services and our strong reputation for customer satisfaction." Michael T. Prior, ATN's Chief Financial Officer, added: "Following the Commnet acquisition that closed late in the third quarter, we have continued to look for opportunities to broaden our portfolio of operating assets Operating Assets Another term for working capital. . SoVerNet fits our strategic focus, and it was available at an attractive price. While SoVerNet faces some challenges -- particularly in managing the decline of its dial-up internet service revenues -- the team there has been able to grow revenue and operating profits by rolling out new services to their customers and by careful control of costs. With easier and cheaper access to capital, we think it has a good opportunity to continue to grow and that the Northern New England market is an ideal market for this type of provider. SoVerNet has shown that the CLEC (Competitive Local Exchange Carrier) An organization offering local telephone service that is not one of the traditional telephone companies. The Telecommunications Act of 1996 allowed competition to the incumbent telcos (ILECs), enabling new companies (CLECs) model can work if it is operating in the right geographic market, has its own network facilities and is focused on providing outstanding service to the small businesses and home office workers that need an attentive provider." Q Advisors LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control served as financial advisers to ATN and Edwards Angell Palmer & Dodge LLP LLP - Lower Layer Protocol and Kelley, Drye & Warren served as counsel to ATN. About Atlantic Tele-Network Atlantic Tele-Network, Inc. is a telecommunications company with corporate offices in St. Thomas, U.S. Virgin Islands and Salem, Massachusetts. Its principal subsidiaries include: Guyana Telephone and Telegraph Company, Limited, which is the national telephone service provider in the Cooperative Republic of Guyana for all local, long-distance and international service, as well as the largest cellular service provider; Commnet Wireless, LLC, which operates wholesale wireless networks with GSM, TDMA (Time Division Multiple Access) A satellite and cellular phone technology that interleaves multiple digital signals onto a single high-speed channel. For cellular, TDMA triples the capacity of the original analog method (FDMA). , CDMA (Code Division Multiple Access) A method for transmitting simultaneous signals over a shared portion of the spectrum. The foremost application of CDMA is the digital cellular phone technology from QUALCOMM that operates in the 800 MHz band and 1.9 GHz PCS band. and analog technologies in rural areas throughout the United States, providing its partners with voice and data roaming services; and Choice Communications, LLC, which provides wireless television and broadband and dial-up data services as the largest Internet service provider Internet service provider (ISP) Company that provides Internet connections and services to individuals and organizations. For a monthly fee, ISPs provide computer users with a connection to their site (see data transmission), as well as a log-in name and password. and the only wireless TV provider in the United States Virgin Islands. ATN also owns 44% of Bermuda Digital Communications Ltd., which, under the Cellular One name, is the largest provider of cellular voice and data services in Bermuda. This release contains forward-looking statements within the meaning of the United States federal securities laws, including without limitation Section 21E of the United States Securities Exchange Act of 1934. These forward-looking statements may relate to, among other matters, ATN's future financial performance and results of operations, management's plans, strategy for the future and market conditions. These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events or results. Actual future events and results could differ materially from these statements as a result of many factors, including matters discussed in the Company's Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. annual report for the year ended December 31, 2004, which is on file with the Securities and Exchange Commission, as well as major competitive developments, material changes in the communications industry or regulation and changes in communications technology. ATN undertakes no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors that may affect such forward-looking statements. |
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