Printer Friendly
The Free Library
19,607,059 articles and books
Member login
User name  
Password 
 
Join us Forgot password?

Consolidated Communications and North Pittsburgh Systems Announce Cash/Stock Election Deadline and Closing Date for Pending Merger.


MATTOON, Ill. & GIBSONIA, Pa. -- Consolidated Communications Holdings, Inc. ("Consolidated") (Nasdaq:CNSL CNSL Console
CNSL Canadian National Soccer League
CNSL Commander, Naval Surface Force, Atlantic
CNSL Caustic Nut Shell Liquid (found in the husks of unprocessed cashew nuts) 
) and North Pittsburgh Systems, Inc. ("North Pittsburgh") (Nasdaq:NPSI NPSI North Pittsburgh Systems (stock symbol)
NPSI NCP (Network Control Program) Packet Switching Interface
NPSI National Playground Safety Institute
NPSI American National Straight Intermediate Pipe Thread
) announced today that the deadline for North Pittsburgh shareholders to elect the form of merger consideration they wish to receive in connection with the pending merger between North Pittsburgh and a subsidiary of Consolidated will be 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 Thursday, December 27, 2007 (the "Election Deadline"). The companies have scheduled Monday, December 31, 2007 as the closing date for the merger.

The companies also announced that on December 5, 2007, the Pennsylvania Pennsylvania (pĕnsəlvā`nyə), one of the Middle Atlantic states of the United States. It is bordered by New Jersey, across the Delaware River (E), Delaware (SE), Maryland (S), West Virginia (SW), Ohio (W), and Lake Erie and New York  Public Utility Commission (the "Pennsylvania PUC (Public Utility Commission) A regulatory body in every state in the U.S. that governs public utilities within its jurisdiction such as electricity, gas, oil, sewer, water, transportation and telephone service. Some states call it the Public Service Commission (PSC). ") approved the transfer of control to Consolidated of North Pittsburgh's subsidiaries that are regulated by the Pennsylvania PUC, North Pittsburgh Telephone Company and Penn Telecom, Inc. This approval satisfied a condition to the completion of the merger.

Pursuant to the merger agreement between North Pittsburgh and Consolidated, each record holder of North Pittsburgh common stock may submit an election, at or prior to the Election Deadline, to have the holder's North Pittsburgh shares converted at the effective time of the merger into the right to receive either:

* $25.00 in cash, without interest, per North Pittsburgh share ("cash consideration"), or

* 1.1061947 shares of Consolidated common stock (including cash in lieu Cash In Lieu (CIL)

In a typical exchange offer, "old" shares of the target company are exchanged for "new shares".
 of any fractional fractional

size expressed as a relative part of a unit.


fractional catabolic rate
the percentage of an available pool of body component, e.g. protein, iron, which is replaced, transferred or lost per unit of time.
 Consolidated share), per North Pittsburgh share ("stock consideration"), or

* cash consideration with respect to a portion of the shareholder's North Pittsburgh shares and stock consideration with respect to the balance of the shareholder's North Pittsburgh shares,

in each case subject to proration Proration

A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered.
 so that 80% of the North Pittsburgh shares outstanding immediately prior to the effective time of the merger are converted into the right to receive cash consideration and 20% of the North Pittsburgh shares outstanding immediately prior to the effective time of the merger are converted into the right to receive stock consideration.

In order to make an election, the properly completed and signed Form of Election and Letter of Transmittal Letter of Transmittal

A document used by security holder to accompany certificates surrendered in an exchange or other corporate action.
 must be received by the Exchange Agent for the merger, Computershare Trust Company N.A., at or prior to the Election Deadline in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with the instructions accompanying the Form of Election and Letter of Transmittal. The Form of Election and Letter of Transmittal must be accompanied either by certificate(s) representing all the shares of North Pittsburgh common stock covered by the Form of Election and Letter of Transmittal or by a properly completed and signed notice of guaranteed delivery, as described in such instructions.

If a record holder of North Pittsburgh common stock submits a Form of Election and Letter of Transmittal at or prior to the Election Deadline that is accompanied by a notice of guaranteed delivery, the Exchange Agent will consider such Form of Election and Letter of Transmittal to be effective only if the certificate(s) representing the North Pittsburgh shares for which such election was made are received by the Exchange Agent by 5:00 p.m. New York City time on Wednesday, January 2, 2008 (or if confirmation of a book-entry transfer of such shares into the Exchange Agent's account is received by such date and time).

If a North Pittsburgh shareholder does not submit a properly completed and signed Form of Election and Letter of Transmittal (together with any stock certificates representing the shares of North Pittsburgh common stock covered by the election, or a properly completed and signed notice of guaranteed delivery as described above), the shareholder will have no control over the type of merger consideration received. North Pittsburgh shareholders who fail to make an election are likely to receive the form of consideration having the lower value.

Any North Pittsburgh shareholder who holds North Pittsburgh shares in "street name" through a bank, broker or other nominee nominee n. 1) a person or entity who is requested or named to act for another, such as an agent or trustee. 2) a potential successor to another's rights under a contract.  should follow the instructions given by such bank, broker or other nominee for making an election with respect to those shares.

Any North Pittsburgh shareholder of record who has properly made an election may change the election by submitting a revised and later-dated Form of Election and Letter of Transmittal, properly completed and signed, that is received by the Exchange Agent at or prior to the Election Deadline. Any North Pittsburgh shareholder of record who has properly made an election may revoke To annul or make void by recalling or taking back; to cancel, rescind, repeal, or reverse.


revoke v. to annul or cancel an act, particularly a statement, document, or promise, as if it no longer existed.
 the election by written notice that is received by the Exchange Agent at or prior to the Election Deadline. North Pittsburgh shareholders who hold their shares in "street name" should contact their broker for instructions regarding changes or revocations of their existing elections.

Record holders of North Pittsburgh common stock may obtain additional copies of the Form of Election and Letter of Transmittal prior to the Election Deadline by calling MacKenzie Partners, Inc., collect at (212) 929-5500 or toll-free at (800) 322-2885.

North Pittsburgh shareholders are encouraged to obtain current market quotations for Consolidated common stock before deciding what elections to make.

Proxy Statement/Prospectus

This material is not a substitute for the proxy statement/prospectus of North Pittsburgh and Consolidated dated October 9, 2007 which was declared effective on October 9, 2007. Investors are urged to read the proxy statement/prospectus, which contains important information, including detailed risk factors. The proxy statement/prospectus is, and other documents which will be filed by North Pittsburgh and Consolidated with the Securities and Exchange Commission will be, available free of charge at the Securities and Exchange Commission's website, www.sec.gov, or by directing a request to North Pittsburgh's proxy solicitors Proxy Solicitor

A specialist (firm) hired to gather proxy votes.
, MacKenzie Partners, Inc., collect at (212) 929-5500 or toll-free at (800) 322-2885. The definitive proxy statement/prospectus was first mailed to shareholders of North Pittsburgh on October 12, 2007.

This communication shall not constitute an offer to sell or the solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Cautionary Language Concerning Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 

In addition to historical information, this information may contain forward-looking statements regarding, among other things, the anticipated closing of the proposed merger of North Pittsburgh with Consolidated. Such forward-looking statements are based on assumptions, estimates and/or current expectations and involve risks and uncertainties, such as a failure to consummate To carry into completion; to fulfill; to accomplish.

A Common-Law Marriage is consummated when the parties live in a manner intended to bring about public recognition of their relationship as Husband and Wife.
 or a delay in consummating the merger, and other factors referred to in filings made by North Pittsburgh or Consolidated with the Securities and Exchange Commission. Neither North Pittsburgh nor Consolidated undertakes to update any of these statements to reflect the impact of circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact.
     2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or
 or events that arise after the date the statement was made. This information should be read in conjunction with the proxy statement/prospectus of North Pittsburgh and Consolidated dated October 9, 2007 and their respective periodic reports filed with the Securities and Exchange Commission, the most recent of which are North Pittsburgh's and Consolidated's Quarterly Reports on Form 10-Q Form 10-Q

See 10-Q.
 for the quarterly period ended September 30, 2007.
COPYRIGHT 2007 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved.

 Reader Opinion

Title:

Comment:



 

Article Details
Printer friendly Cite/link Email Feedback
Publication:Business Wire
Date:Dec 10, 2007
Words:1155
Previous Article:Research and Markets: This Detailed Report Examines 3MCompany's Business Structure and Operations History and Products and Provides an Analysis of...
Next Article:Unitrin Announces Definitive Agreement to Sell Unitrin Business Insurance to AmTrust.
Topics:



Related Articles
Notice 2005-38 clarifies critical issues.
Teva/IVAX Cash And Stock Election Deadline Update.
IVAX Shareholders Overwhelmingly Elect to Receive Stock Consideration in Teva Merger.
Lipman Notifies NASDAQ of Voluntary Delisting.
North Fork Bancorporation Declares Its Regular Quarterly Dividend and Announces Information Regarding the Election Deadline.
Forest Oil and Houston Exploration Announce Preliminary Results of Elections for Cash and Stock Merger Consideration.
North Pittsburgh Systems and Consolidated Communications Report Regulatory Developments Relating to Contemplated Merger.
North Pittsburgh Systems Shareholders Approve Merger.
St. Jude Medical and EP MedSystems Announce Cash/Stock Election Deadline and Expected Closing Date of Pending Acquisition.
HRH Announces Preliminary Merger Consideration Election Results.

Terms of use | Copyright © 2012 Farlex, Inc. | Feedback | For webmasters | Submit articles