Consolidated Comm. shareholders approve SureWest merger

theflyonthewall.com

Consolidated Communications Holdings (CNSL) announced that during its annual meeting held earlier, shareholders approved the issuance of Consolidated common stock pursuant to the merger agreement between Consolidated and SureWest Communications (SURW). Approximately 98.4% of the votes cast on the merger proposal voted in favor of it. Under the terms of the merger agreement, SureWest's shareholders may elect to exchange each share of SureWest common stock for either $23.00 in cash or shares of Consolidated common stock having an equivalent value based on average trading prices for the 20 consecutive trading days ending on the second trading day preceding the closing date, subject to a collar so that no more than 1.40565 shares of Consolidated common stock will be issued for each share of SureWest common stock. If the 20-day trailing average is below $16.36, the collar will apply. Overall elections are subject to proration such that 50% of the SureWest shares will be exchanged for cash and 50% for stock. SureWest shareholders should not recognize any gain or loss for U.S. federal income tax purposes if they exchange their SureWest shares solely for shares of Consolidated common stock in the merger. All regulatory notices and approvals that are conditions to the merger have been completed.

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