MATTOON, Ill., March 28, 2017 (GLOBE NEWSWIRE) -- Consolidated Communications Holdings, Inc. (Nasdaq:CNSL)
shareholders today voted to approve the issuance of Consolidated Communications common stock pursuant to the merger agreement
between Consolidated Communications and FairPoint Communications, Inc. (Nasdaq:FRP) during a special meeting.
Approximately 98 percent of Consolidated Communications shareholders who voted on the proposal cast their vote in
favor of the merger, representing 71 percent of the Company’s outstanding stock as of the record date. FairPoint also
held a special meeting today where approximately 96 percent of FairPoint shareholders who voted on the proposal voted in favor of
the merger, representing 74 percent of FairPoint’s outstanding shares as of the record date.
“Today our shareholders voted overwhelmingly in favor of the merger bringing together two companies to create one
strong, leading, business and broadband provider serving 24 states,” said Bob Udell, president and chief executive officer at
Consolidated Communications. “We are committed to driving long-term growth and creating value for our stakeholders.
This merger positions Consolidated to leverage its extensive product and services portfolio across an expanded network bringing
operational and service benefits to customers.”
Under the terms of the agreement, FairPoint shareholders will receive a fixed exchange ratio of 0.7300 shares of
Consolidated Communications common stock for each share of FairPoint common stock. After closing, Consolidated's shareholders
will own approximately 71.3 percent of the pro forma combined company and FairPoint's shareholders will own 28.7 percent.
Consolidated has received Hart-Scott-Rodino Act clearance and secured the financing to fund the acquisition at favorable
rates. Consolidated and FairPoint are in the process of securing the necessary state and federal regulatory approvals to
complete the merger and expect the transaction to close by mid-2017.
About Consolidated Communications
Consolidated Communications provides business and broadband communications services across its
11-state service area to carrier, commercial and consumer customers. For more than a century, the Company has consistently provided
innovative, reliable, high-quality products and services. The Company offers a wide range of communications solutions including:
High-Speed Internet, Data, Digital TV, Phone, managed and cloud services and wireless backhaul over an extensive fiber optic
network.
Safe Harbor
The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that
investors can better understand a company’s future prospects and make informed investment decisions. Certain statements in
this communication are forward-looking statements and are made pursuant to the safe harbor provisions of the Securities Litigation
Reform Act of 1995. These forward-looking statements reflect, among other things, current expectations, plans, strategies,
and anticipated financial results of Consolidated Communications Holdings, Inc. (the “Company”) and FairPoint Communications, Inc.
(“FairPoint”), both separately and as a combined entity. There are a number of risks, uncertainties, and conditions that may
cause the actual results of the Company and FairPoint, both separately and as a combined entity, to differ materially from those
expressed or implied by these forward-looking statements. These risks and uncertainties include the timing and ability to
complete the proposed acquisition of FairPoint by the Company, the expected benefits of the integration of the two companies and
successful integration of FairPoint’s operations with those of the Company and realization of the synergies from the integration,
as well as a number of factors related to the respective businesses of the Company and FairPoint, including economic and financial
market conditions generally and economic conditions in the Company’s and FairPoint’s service areas; various risks to stockholders
of not receiving dividends and risks to the Company’s ability to pursue growth opportunities if the Company continues to pay
dividends according to the current dividend policy; various risks to the price and volatility of the Company’s common stock;
changes in the valuation of pension plan assets; the substantial amount of debt and the Company’s ability to repay or refinance it
or incur additional debt in the future; the Company’s need for a significant amount of cash to service and repay the debt and to
pay dividends on its common stock; restrictions contained in the Company’s debt agreements that limit the discretion of management
in operating the business; legal or regulatory proceedings or other matters that impact the timing or ability to complete the
acquisition as contemplated, regulatory changes, including changes to subsidies, rapid development and introduction of new
technologies and intense competition in the telecommunications industry; risks associated with the Company’s possible pursuit of
acquisitions; system failures; losses of large customers or government contracts; risks associated with the rights-of-way for the
network; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract
and retain highly qualified management and personnel in the future; changes in the extensive governmental legislation and
regulations governing telecommunications providers and the provision of telecommunications services; telecommunications carriers
disputing and/or avoiding their obligations to pay network access charges for use of the Company’s and FairPoint’s network; high
costs of regulatory compliance; the competitive impact of legislation and regulatory changes in the telecommunications industry;
liability and compliance costs regarding environmental regulations; the possibility of disruption from the integration of the two
companies making it more difficult to maintain business and operational relationships; the possibility that the acquisition is not
consummated, including, but not limited to, due to the failure to satisfy the closing conditions; the possibility that the merger
or the acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and
diversion of management’s attention from ongoing business operations and opportunities. A detailed discussion of risks and
uncertainties that could cause actual results and events to differ materially from such forward-looking statements are discussed in
more detail in the joint proxy statement of the Company and FairPoint, which also constitutes a prospectus of the Company, filed by
the Company with the SEC pursuant to Rule 424(b)(3) on February 24, 2017, and in the Company’s and FairPoint’s respective filings
with the SEC, including the Annual Report on Form 10-K of the Company for the year ended December 31, 2015, which was filed with
the SEC on February 29, 2016, under the heading “Item 1A—Risk Factors,” and the Annual Report on Form 10-K of FairPoint for the
year ended December 31, 2015, which was filed with the SEC on March 2, 2016, under the heading “Item 1A—Risk Factors,” and in
subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by each of the Company and FairPoint. Many of these
circumstances are beyond the ability of the Company and FairPoint to control or predict. Moreover, forward-looking statements
necessarily involve assumptions on the part of the Company and FairPoint. These forward-looking statements generally are
identified by the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,” “should,” “may,” “will,”
“would,” “will be,” “will continue” or similar expressions. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results, performance or achievements of the Company and FairPoint, and their
respective subsidiaries, both separately and as a combined entity to be different from those expressed or implied in the
forward-looking statements. All forward-looking statements attributable to us or persons acting on the respective behalf of
the Company or FairPoint are expressly qualified in their entirety by the cautionary statements that appear throughout this
communication. Furthermore, forward-looking statements speak only as of the date they are made. Except as required
under the federal securities laws or the rules and regulations of the SEC, each of the Company and FairPoint disclaim any intention
or obligation to update or revise publicly any forward-looking statements. You should not place undue reliance on
forward-looking statements.
Company Contact: Jennifer Spaude 507-386-3765 jennifer.spaude@consolidated.com
