Country Road to Acquire Community Service Telephone.Business Editors/High-Tech Writers MORRISTOWN, N.J. & WINTHROP, Maine--(BUSINESS WIRE)--March 5, 2003 Country Road Communications, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control ("Country Road") and Community Service Communications, Inc. ("Community") (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). : "CMYS") today jointly announced the signing of a definitive agreement pursuant to which Country Road will purchase substantially all of the assets and operations of Community Service Telephone Co. ("CST CST abbr. 1. Central Standard Time 2. convulsive shock treatment CST Central Standard Time Noun 1. ") from Community. CST, headquartered in Winthrop, Maine, is an independent local exchange carrier that provides voice and data communication services to more than 12,000 residential and business customers in 16 towns near Augusta and Lewiston/Auburn, Maine. The purchase price is $28,500,000 in cash, subject to certain adjustments relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc CST's projected working capital and capital expenditures. Community expects that a significant portion of the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). (after the retirement of Community's indebtedness, taxes, and transaction costs Transaction Costs Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it). ) from the sale of CST will be distributed to shareholders shortly after the closing. Community estimates that approximately $7.6 million, or approximately $12.00 per share, will be available to distribute as a return of capital to its shareholders. The acquisition is subject to regulatory and Community shareholder approval and other customary closing conditions. Country Road is led by its Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. Harry Bennett Harry Bennett (1892-1979), a former boxer and ex-Navy sailor, was an executive at Ford Motor Company during the 1930’s and 1940’s. His reputation of doing Henry Ford's "dirty work" is what most people remember, and his hunting lodge was built with some strange additions. a 30-year veteran of the telecom industry and an Executive Vice President of AT&T prior to founding Country Road. "CST, founded more than 100 year ago, has a long history of being a well run company and has been a leader in providing broadband services such as DSL DSL in full Digital Subscriber Line Broadband digital communications connection that operates over standard copper telephone wires. It requires a DSL modem, which splits transmissions into two frequency bands: the lower frequencies for voice (ordinary to its customers. CST will be the third ILEC (Incumbent Local Exchange Carrier) A traditional local telephone company such as one of the Regional Bell companies (RBOCs). Contrast with CLEC. See ELEC and TELRIC. we have acquired in Maine, joining Pine Tree and Saco River bringing together these three companies offers us a great opportunity to strengthen and expand our market presence in the state," commented Mr. Bennett. Country Road has funded its acquisitions with equity from ABRY Partners; a Boston based private equity investor with over $2 billion in assets under management Assets Under Management (AUM) is a term used by financial services companies in the mutual fund and money management or investment management business to gauge how much money they are managing. , Prudential Insurance Company of America and management. Bank borrowings have come from CoBank, a leading lender to telecommunications companies. Mark Blake, Chairman and CEO of Community commented, "We are extremely pleased to be entering into this transaction with Country Road. We believe this transaction provides liquidity for our shareholders at an attractive valuation and represents a good opportunity for our customers and employees. Pine Tree, Country Road's Maine subsidiary is well known and has an excellent reputation as an owner and operator of telecommunications companies. Like CST, Pine Tree's commitment to serving their customers, delivering cutting edge technology and services, and striving to remain a low cost provider is similar to ours. Being part of a larger organization will give our employees additional growth opportunities." Community's board of directors has determined that this transaction is in the best interest of the company's shareholders and the board has unanimously approved the transaction. Community has approximately 600,770 shares of Common Stock which are held by approximately 273 shareholders of record. Community expects to mail to its shareholders a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. within the next 45 days that more fully describes the proposed transaction. Chanin Capital Partners served as the financial advisor to Community and provided Community's board with a fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. in connection with the transaction. About Country Road. Country Road was formed in January 2000 to acquire and partner with local exchange carriers to provide advanced telecommunications services to communities outside of the major metropolitan areas throughout the U.S. With the acquisition of CST, Country Road will have over 32,000 local access lines in the state of Maine where it operates under the brand name Pine Tree Networks. In addition to its operations in Maine, Country Road owns local exchange carriers in California and West Virginia with an additional 14,000 local access lines. The company offers a full range of telecommunications services including DSL, national and international long distance, conference calling and dedicated and private line service. About Community Community is a Maine-based telecommunications company that has been serving local telephone customers for more than 100 years. Formed in 1898, today the Company serves customers in 16 towns from seven exchanges in Winthrop, East Winthrop, Greene, Leeds, Litchfield, Monmouth, and Mt. Vernon. An early implementer of new services, such as digital switching in the 1970s and digital subscriber lines in the 1990s, Commtel has been at the forefront of technology while keeping local rates as low as practical. In addition to CST, Community has several investments including a 50% interest in a Maine based paging Company and several real estate holdings in Maine. |
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