Ascent Capital Group Announces Suspension From Nasdaq Effective July 12, 2019
11 Julio 2019 - 12:55PM
Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) today
announced that it has received notice from The Nasdaq Stock Market
LLC (“NASDAQ”) that Ascent’s Series A common stock, par value $0.01
per share (the “Series A common stock”), will be suspended from
trading on NASDAQ at the open of business on Friday, July 12,
2019. This notice was received following Ascent’s request to
voluntarily delist and withdrawal of its request for an appeal of
the prior delisting notification, in each case, as previously
disclosed by Ascent. Ascent continues to intend to file a Form 25
Notification of Delisting with the Securities and Exchange
Commission (the “SEC”) on Monday, July 15, 2019, also as previously
disclosed.
Ascent has also announced that its Series A
common stock is currently quoted on the OTC Markets under the
symbol “ASCMA.”
Forward Looking Statements
This communication includes certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact are, or may be deemed to be,
forward-looking statements. Forward-looking statements are
statements of future expectations that are based on management’s
current expectations and assumptions and involve known and unknown
risks and uncertainties and projections of results of operations or
of financial condition or forecasts of future events that could
cause actual results, performance or events to differ materially
from those expressed or implied in these statements. Words such as
“could,” “will,” “may,” “assume,” “forecast,” “position,”
“predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,”
“anticipate,” “believe,” “project,” “budget,” “potential,”
“forward” or “continue” and similar expressions are used to
identify forward-looking statements. Without limiting the
generality of the foregoing, forward-looking statements contained
in this communication include statements concerning management’s
expectations of plans, strategies, objectives, growth and
anticipated financial and operational performance, financial
prospects; anticipated sources and uses of capital; the
transactions contemplated by the previously announced restructuring
support agreement (the “Support Agreement”), including the proposed
merger of Ascent and Monitronics International, Inc.
(“Monitronics”) (the “proposed merger”) and the restructuring of
Monitronics, including the expected benefits of these transactions,
quotation of Monitronics common stock on the OTC Markets following
the restructuring and proposed merger, the delisting of Ascent’s
Series A common stock from the NASDAQ, quotation of Ascent’s common
stock on the OTC Markets, business strategies, anticipated sources
and uses of capital, future financial prospects and other matters
that are not historical facts. These forward-looking statements
involve many risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
such statements, including, without limitation, risks related to
the voluntary NASDAQ delisting and SEC deregistration, the
inability to complete the proposed merger due to the failure to
obtain the requisite approvals or the failure to satisfy other
conditions to completion of the proposed merger, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the proposed merger, the bankruptcy plan of
Monitronics, or the restructuring; risks related to disruption of
management’s attention from ongoing business operations due to the
proposed merger, the Chapter 11 cases filed by Monitronics and its
domestic subsidiaries or the restructuring; and the effects of
future litigation, including litigation relating to the proposed
merger, the Chapter 11 cases or the restructuring. Forward-looking
statements can be affected by assumptions used or by known or
unknown risks or uncertainties. Consequently, no forward-looking
statements can be guaranteed. These forward-looking statements
speak only as of the date of this communication, and Ascent and
Monitronics expressly disclaim any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in Ascent's or
Monitronics’ expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. Please refer to the publicly filed documents of Ascent and
Monitronics, including the most recent Forms 10-K and 10-Q for
additional information about Ascent and Monitronics and about the
risks and uncertainties related to Ascent's and Monitronics’
respective business which may affect the statements made in this
communication.
Additional Information
Nothing in this communication shall constitute a
solicitation to buy or an offer to sell any securities of Ascent or
Monitronics. Ascent stockholders and other investors are urged to
read the proxy statement/prospectus forming a part of the
Registration Statement on Form S-4 regarding the proposed merger of
Ascent and Monitronics and any other relevant documents that have
been filed with the SEC, as well as any amendments or supplements
to those documents, because they will contain important information
about the proposed merger and the transactions contemplated by the
Support Agreement. Copies of Ascent’s and Monitronics’ SEC filings
are available free of charge at the SEC’s website
(http://www.sec.gov). Copies of the filings together with the
materials incorporated by reference therein will also be available,
without charge, by directing a request to Monitronics
International, Inc., 1990 Wittington Place, Farmers Branch, TX,
Telephone: (972) 243-7443, or to Ascent Capital Group, Inc., 5251
DTC Parkway. Suite 1000, Greenwood Village, CO 80111, Telephone:
(303) 628-5600.
Participants in the
Solicitation
The directors and executive officers of Ascent
and Monitronics and other persons may be deemed to be participants
in the solicitation of proxies in respect of any proposals relating
to the proposed merger of Ascent and Monitronics. Information
regarding the directors and executive officers of Ascent is
available in Amendment No. 1 to its Annual Report on Form 10-K for
the year ended December 31, 2018, which has been filed with the
SEC, and certain of its Current Reports on Form 8-K.
Information regarding the directors and executive officers of
Monitronics is set forth in the proxy statement/prospectus forming
a part of the Registration Statement on Form S-4 that has been
filed with the SEC regarding the proposed merger and other
transactions contemplated by the Support Agreement. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, is available in the proxy materials
regarding the foregoing filed with the SEC. Free copies of these
documents may be obtained as described in the preceding
paragraph.
About Ascent and
Monitronics
Ascent Capital Group, Inc. (Nasdaq: ASCMA) is a
holding company whose primary subsidiary is Monitronics, one of the
largest home security and alarm monitoring companies in the U.S.
Headquartered in the Dallas-Fort Worth area, Monitronics secures
approximately 900,000 residential and commercial customers through
highly responsive, simple security solutions backed by expertly
trained professionals. The company has the nation’s largest network
of independent authorized dealers – providing products and support
to customers in the U.S., Canada and Puerto Rico – as well as
direct-to-consumer sales of DIY and professionally installed
products. For more information on Ascent, see
http://ir.ascentcapitalgroupinc.com.
Investor Contact
Erica Bartsch Sloane &
Company212-486-9500ebartsch@sloanepr.com
Media Contact
Sarah RosseletFTI Consulting
Inc.312-428-2638Sarah.Rosselet@fticonsulting.com
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