Citizens Announces Commencement of Tender Offer for Commonwealth Telephone Enterprises, Inc.'s Convertible Notes Due 2023.STAMFORD, Conn. -- Citizens Communications Citizens Communications is the parent company of Frontier Telephone, providing telephone and internet access in 24 states. The company headquarters are located at 3 High Ridge Park in Stamford, Connecticut. Company (NYSE NYSE See: New York Stock Exchange : CZN) announced today that it is commencing a cash tender offer (the "Offer") together with its wholly- owned subsidiary, Commonwealth Telephone Enterprises, Inc. ("Commonwealth"), to purchase any and all of the outstanding 3i% Convertible Notes due 2023 (CUSIP CUSIP See: Committee on Uniform Securities Identification Procedures CUSIP See Committee on Uniform Securities Identification Procedures. Nos. 203349AB1; 203349AA3) (the "2003 Notes") and 2005 Series A 3i% Convertible Notes due 2023 (CUSIP No. 203349AC9) (the "2005 Notes" and, together with the 2003 Notes, the "Notes") of Commonwealth, upon the terms and conditions set forth in the Notice of Designated Event and Offer to Purchase dated March 23, 2007 (the "Offer to Purchase") and the related letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. (the "Letter of Transmittal"). As a result of Citizens' acquisition of Commonwealth on March 8, 2007 pursuant to the Agreement and Plan of Merger dated as of September 17, 2006, among Citizens, CF Merger Corp, a wholly-owned subsidiary of Citizens, and Commonwealth, the tender offer is required pursuant to the terms of the indentures under which the Notes were issued. In connection with the merger, Citizens unconditionally guaranteed Unconditionally Guaranteed is the eighth LP by Captain Beefheart & the Magic Band, originally released in 1974. Upon release it was criticised for being too commercial, however it failed to give Beefheart any real chart success and peaked at #192 on the Billboard all of Commonwealth's obligations under the Notes and the indentures. Citizens estimates that the purchase price will be approximately $1,008.85 per $1,000 principal amount of the 2003 Notes and $1,008.85 per $1,000 principal amount of the 2005 Notes, which is equal to 100% of the principal amount of the applicable Note, plus accrued and unpaid interest to, but excluding, the repurchase date, which will be April 23, 2007. The tender offer is not contingent on Adj. 1. contingent on - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent upon, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent any financing. The Offer is scheduled to expire at 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on April 20, 2007, unless extended or earlier terminated. Holders may withdraw their tendered Notes at any time prior to the expiration time Expiration time The time of day by which all exercise notices must be received on the expiration date. Technically, the expiration time is currently 11:59AM on the expiration date, but public holders of option contracts must indicate their desire to exercise no later than 5:30PM on . Holders that desire to tender their Notes pursuant to the Offer must follow the procedures described in the Offer to Purchase and the Letter of Transmittal. Questions regarding the Offer and requests for documents in connection with the Offer may be directed to The Bank of New York The Bank of New York, abbrieviated to BNY, was a global financial services company that existed until its merger with the Mellon Financial Corporation on July 2, 2007.[1] The bank now continues under the new name of The Bank of New York Mellon Corporation. , the paying agent Paying Agent An agent who accepts payments from the issuer of a security and then distributes the payments to the holders of the security. Also known as a "disbursing agent. and depositary for the Offer, at (212) 815-5920, or in writing to The Bank of New York, Corporate Trust Operations, Reorganization Unit, 101 Barclay Street -- 7 East, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , NY 10286, Attention: Carolle Montreuil. Note to Investors This announcement is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Offer for the Notes will be made only by, and subject to the terms and conditions set forth in, the Offer to Purchase and the Letter of Transmittal. Holders of Notes should read the Tender Offer Statement on Schedule TO, the Offer to Purchase, the Letter of Transmittal and other tender offer documents that are being filed with the Securities and Exchange Commission (the "SEC") today, and any subsequently filed amendments or exhibits thereto, because they contain important information. When available, the Tender Offer Statement on Schedule TO, the Offer to Purchase, the Letter of Transmittal and other tender offer documents may be obtained free of charge from the SEC's website at www.sec.gov. Questions regarding the Offer and requests for documents in connection with the Offer may be directed to The Bank of New York, the paying agent and depositary for the Offer, at (212) 815-5920, or in writing to The Bank of New York, Corporate Trust Operations, Reorganization Unit, 101 Barclay Street -- 7 East, New York, NY 10286, Attention: Carolle Montreuil. About Citizens Communications Company Citizens Communications Company (NYSE: CZN) is a full-service communications provider and one of the largest local exchange telephone companies in the country. Under the Frontier brand name, the company offers telephone, television and Internet services, as well as bundled offerings, ESPN ESPN Entertainment and Sports Programming Network 360 streaming video, residential security solutions and specialized bundles for small businesses and home offices. For more information about Citizens, please visit www.czn.com. Forward-Looking Statements This press release contains forward-looking statements that are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements are made on the basis of management's views and assumptions regarding future events and business performance. Words such as "believe," "anticipate," "expect," and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties are based on a number of factors, including but not limited to: our ability to successfully integrate the operations of Commonwealth and to realize the synergies from the acquisition; changes in the number of our revenue generating units; greater than anticipated competition from wireless or wireline carriers; the effects of ongoing changes in the regulation of the communications industry; our ability to successfully introduce new product offerings, including bundled service packages; our ability to sell enhanced services; our ability to comply with federal and state regulations; our ability to effectively manage our operations, costs and capital spending capital spending Spending for long-term assets such as factories, equipment, machinery, and buildings that permits the production of more goods and services in future years. ; our ability to successfully renegotiate expiring union contracts; overall changes in the telecommunications market and general and local economic and employment conditions. These and other uncertainties related to our business are described in greater detail in our filings with the SEC, including our reports on Forms 10-K and 10-Q, and the foregoing information should be read in conjunction with these filings. We do not intend to update or revise these forward-looking statements to reflect the occurrence of future events or circumstances. |
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