Renaissance Acquisition Corp. & First Communications, Inc. Announce Revised Terms for Merger & Set Record Date for Special Me...
22 Diciembre 2008 - 5:59PM
Business Wire
First Communications, Inc. (AIM: FCOM) (�First Communications�) and
Renaissance Acquisition Corp. (AMEX: RAK) (�Renaissance�) announced
today that they have entered into an amendment (the �Amendment�) to
their previously announced merger agreement (the �Merger
Agreement�). The Amendment will defer by 6 million the initial
number of Renaissance shares outstanding at the close of the
transaction and only be released upon satisfaction of the EBITDA
Condition (described below). Due to the changes in the overall
capital markets, economic dislocations and a decline in comparable
company valuations that have occurred since September 15th, the
original date the merger was announced, Renaissance and First
Communications have agreed to amend the terms of the Merger
Agreement to account for the impact these factors might have on the
decision of Renaissance stockholders� whether to vote in favor of
the transaction. The Amendment includes the following revised
terms: First Communications stockholders have agreed to reduce
their upfront consideration by 4.0 million shares and will now
receive approximately 14.46 million shares of Renaissance common
stock at closing, versus 18.46 million shares prior to the
Amendment. The 4.0 million shares of Renaissance will be deferred
and only released upon satisfaction of the EBITDA Condition.
Renaissance�s sponsor, RAC Partners, LLC, has also agreed to reduce
its initial number of shares of stock by more than half by
deferring 2.0 million shares of Renaissance common stock until the
achievement of the EBITDA Condition. In both cases, if the EBITDA
Condition is not met, the shares shall be cancelled. The EBITDA
Condition shall now be deemed met if for any fiscal quarter from
September 13, 2008 through December 31, 2011, the surviving company
has an annualized adjusted EBITDA equal to or greater than $50
million. Barry Florescue, CEO of Renaissance, commented, �We
continue to believe that this transaction represents long-term
value and significant benefits to both Renaissance and First
Communications shareholders. We have amended the terms of our
agreement in a mutually beneficial way to more accurately reflect
the current market environment and we look forward to completing
this transaction in early 2009.� Ray Hexamer, First Communications�
CEO, noted, �Irrespective of the current environment, we believe
First Communications is still extremely well positioned as a leader
in this sector. This transaction is a critical piece of our
long-term strategy, and represents value for our shareholders. We
continue to execute on the strategy we have articulated and look
forward to working with Renaissance into 2009 to drive further
value for our shareholders.� Renaissance also announced that its
board of directors has set the record date for determining
stockholders entitled to notice of, and to vote at, the special
stockholder meeting to vote upon Renaissance�s proposed merger with
First Communications or any postponements or adjournments of the
special meeting. The record date is the close of business on
Wednesday, December 24, 2008. Renaissance will announce the date of
the special meeting of stockholders once it is set by its board of
directors. Summary of Stockholder Approvals Received The First
Communications stockholders have approved the amended transaction
pursuant to written consent, representing in excess of the
requisite majority required to approve the Merger Agreement. The
transaction is subject to approval by Renaissance stockholders and
to the condition that fewer than 20% of Renaissance stockholders
exercise their rights to convert their Renaissance shares to cash,
pursuant to the rights available to them in connection with any
business combination. Renaissance will hold a meeting of
stockholders to approve the merger after the SEC declares the
registration statement effective. Conditions to Closing In addition
to approval by Renaissance stockholders and the condition that
fewer than 20% of Renaissance stockholders exercise their
conversion rights, the transaction is also subject to customary
regulatory approvals, including FCC and state PUC approvals,
approval under the Hart-Scott Rodino Antitrust Improvements Act,
consent of lender in connection with First Communications' credit
agreement, and other customary closing conditions, including no
material adverse effect (as defined in the Merger Agreement) on
either First Communications or Renaissance. The transaction is
expected to close in January 2009. About First Communications First
Communications is a leading competitive local exchange carrier in
the Midwestern United States. Founded in 1998, First Communications
has built a highly scalable telecommunications platform,
infrastructure and support system, which represents a combination
of world-class technology, and cutting-edge product offerings.
First Communications has over 200,000 customers, owns 3,800 miles
of fiber and owns and manages 327 wireless towers leased to 391
tenants, with contractual rights and significant opportunity to
increase the number of towers. First Communications is led by a
strong management team that has operated telecom companies
throughout all cycles of the telecommunications market. About
Renaissance Renaissance is a �blank check� company formed to
acquire, through a merger, capital stock exchange, asset
acquisition, reorganization or similar business combination, one or
more businesses, which it believes has significant growth
potential. In 2007, Renaissance through its initial public offering
raised, net of fees and expenses, approximately $107 million which
included $2.1 million in a private placement of warrants that were
deposited into a trust account. Renaissance has dedicated its time
since the initial public offering to seeking and evaluating
business combination opportunities. Additional Information
Stockholders of Renaissance and other interested persons are
advised to read Renaissance�s registration statement on Form S-4,
containing a preliminary proxy statement/prospectus, and when
available, final registration statement, containing a definitive
proxy statement/prospectus, in connection with Renaissance�s
solicitation of proxies for the special meeting, because these
proxy statements/prospectuses will contain important information.
Such persons can also read Renaissance�s final prospectus, dated
January 29, 2007, for a description of the security holdings of the
Renaissance officers and directors and their respective interests
in the successful consummation of this business combination. The
definitive proxy statement/prospectus will be mailed to
stockholders as of a record date to be established for voting on
the merger. Stockholders will also be able to obtain a copy of the
definitive proxy statement/prospectus, without charge, by directing
a request to: Renaissance Acquisition Corp., 50 East Sample Road,
Suite 400, Pompano Beach, Florida 33064. The registration statement
containing the preliminary proxy statement/prospectus and the
definitive proxy statement/prospectus, once available, can also be
obtained, without cost, at the Securities and Exchange Commission�s
internet site (http://www.sec.gov). The proxy statements or
applicable parts of such statements may also be notified to the
public in accordance with the AIM Rules. Renaissance's directors
and executive officers and other persons may be deemed, under
Securities and Exchange Commission rules, to be participants in the
solicitation of proxies in connection with the proposed
transaction. Information regarding Renaissance's directors and
officers can be found in Renaissance�s final prospectus, dated
January 29, 2007. Additional information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests in the transaction, by security holdings or
otherwise, are contained in the proxy statement/prospectus and
other relevant materials filed with the Securities and Exchange
Commission. SHAREHOLDERS OF RENAISSANCE ARE ENCOURAGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4, WHICH CONTAINS IMPORTANT
INFORMATION RELATING TO THE PROPOSED MERGER AND THE COMPANIES�
BUSINESSES AND OPERATIONS. Forward-looking Statements Certain
statements in this communication regarding the proposed merger
between Renaissance and First Communications and the future results
of First Communications and Renaissance (which may be identified by
the use of the words �may,� �intend,� �expect� and like words) are
�forward-looking statements� as defined in the Private Securities
Litigation Reform Act of 1995. A number of important factors could
cause actual results or events to differ materially from those
indicated by such forward-looking statements, including the parties
ability to consummate the merger; the conditions to the completion
of the merger; the receipt of stockholder approval; the regulatory
approvals and effectiveness of the registration statement required
for the completion of the merger may not be obtained on the terms
expected or on the anticipated schedule; the parties� ability to
meet expectations regarding the timing, completion and accounting
and tax treatments of the merger; the completion of the merger may
be more difficult, time-consuming or costly than expected; and
operating costs, customer loss and business disruption may be
greater than expected following the announcement of the merger.
Renaissance and First Communications caution readers not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. Renaissance and First Communications do
not undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statement
to reflect any change in their expectations or any change in
events, conditions or circumstance on which any such statement is
based, except as required by law.
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