Iowa Telecom Announces Settlement of Merger Litigation
08 Febrero 2010 - 3:30PM
Business Wire
Iowa Telecommunications Services, Inc.
(NYSE Symbol: IWA) today announced that Iowa Telecom and
Windstream Corporation have entered into a tentative settlement of
the pending shareholder litigation concerning the Company’s
acquisition by Windstream pursuant to the merger agreement signed
on November 23, 2009. Following the announcement of the merger
on November 24, 2009, several purported shareholders of the Company
filed putative class action lawsuits challenging the merger and
certain terms of the merger agreement. The directors of Iowa
Telecom firmly believe that they acted in good faith and in the
best interests of Iowa Telecom and its shareholders in approving
the merger and the merger agreement. Iowa Telecom and its directors
believe that the merger consideration is fair and that the merger
is in the best interests of Iowa Telecom and its shareholders. Iowa
Telecom, its directors and Windstream deny that any of them
violated any law or breached any duty to shareholders of Iowa
Telecom or anyone else and have vigorously defended the
lawsuits.
However, Iowa Telecom and its directors have determined that, in
order to eliminate the uncertainty, distraction, burden and expense
of future litigation and to permit the merger to proceed without
possible delays from litigation, it is in the best interests of
Iowa Telecom and its shareholders to enter into a settlement of the
pending lawsuits. Iowa Telecom, its directors and Windstream have
entered into a memorandum of understanding with counsel for the
plaintiffs in the various shareholder lawsuits that provides for a
settlement of all of these lawsuits. Pursuant to the proposed
settlement, Iowa Telecom and Windstream have agreed to make certain
revisions to the disclosure in the proxy statement to be mailed to
Iowa Telecom’s shareholders in connection with the approval of the
merger, which revisions were proposed by counsel for the
plaintiffs. No changes in the merger agreement or the terms of the
merger will be made, and no payments will be made to shareholders
in addition to those provided for in the merger agreement. In
exchange for these revised disclosures, following completion of
confirmatory discovery and final court approval of the settlement,
the plaintiffs will dismiss their lawsuits with prejudice and
release Iowa Telecom, its directors, Windstream and other related
persons from any and all claims relating to the merger or the proxy
statement for the merger. Iowa Telecom, its directors and
Windstream have all agreed that they will not oppose certain
requests for attorney fees by counsel for the plaintiffs. The
settlement is subject to certain conditions, including, in addition
to certain confirmatory due diligence by plaintiffs’ counsel and
court approval, certification of a class for settlement purposes
and consummation of the merger.
Iowa Telecom does not expect that the pendency of the litigation
or the settlement process will cause a delay in the closing of the
merger. As previously announced, Iowa Telecom and Windstream expect
the closing to occur mid-2010.
Additional Information and Where to Find It
In connection with the proposed transaction, Windstream has
filed a registration statement on Form S-4 with the SEC, which
includes the Company’s preliminary proxy statement and
also constitutes a prospectus with respect to the Windstream
securities. At the appropriate time, the Company will mail the
proxy statement/prospectus to its shareholders.
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT
AND PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS) BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
may obtain free copies of the registration statement and proxy
statement/prospectus, as well as other filings containing
information about Windstream and the Company, without charge, at
the SEC’s Internet web site (www.sec.gov). These documents may also
be obtained for free from the Company’s Investor Relations web site
(www.iowatelecom.com) or by directing a request to the Company at
403 W. Fourth Street North, Newton, Iowa 50208 or by calling (641)
787-2000. Copies of Windstream’s filings may be obtained for free
from Windstream’s Investor Relations Web Site (www.windstream.com)
or by directing a request to Windstream at Windstream Investor
Relations, 4001 Rodney Parham Road, Little Rock, Arkansas 72212 or
by calling (866) 320-7922.
The Company, Windstream and their respective officers and
directors may be deemed, under SEC rules, to be participants in the
solicitation of proxies from the Company’s shareholders with
respect to the proposed Merger. Information regarding the officers
and directors of the Company is included in its definitive proxy
statement for its 2009 annual meeting filed with the SEC on
April 29, 2009. Information regarding the officers and
directors of Windstream is included in its Form 10-K for 2008 filed
on February 19, 2009, and in its definitive proxy statement for its
2009 annual meeting filed with the SEC on March 23, 2009. More
detailed information regarding the identity of potential
participants in the solicitation, and their direct or indirect
interests, by securities, holdings or otherwise, which interests
may be different from those of the Company’s shareholders
generally, are set forth in the proxy statement and other materials
to be filed with SEC in connection with the proposed
transaction.
About Iowa Telecom
Iowa Telecommunications Services, Inc. (d/b/a Iowa Telecom) is a
telecommunications service provider that offers local telephone,
long distance, Internet, broadband and network access services to
business and residential customers. Today, the company serves over
450 Iowa communities and 16 Minnesota communities and employs
nearly 800 people. The company’s headquarters are in Newton, Iowa.
The Company trades on the New York Stock Exchange under the symbol
IWA. For further information regarding Iowa Telecom, please go to
www.iowatelecom.com and select “Investor Relations.” The Iowa
Telecom logo is a registered trademark of Iowa Telecommunications
Services, Inc. in the United States.
Forward-Looking Statements
The press release may contain forward-looking statements that
are not based on historical fact, including without limitation
statements containing the words “believes,” “may,” “plans,” “will,”
“estimate,” “continue,” “anticipates,” “intends,” “expects,” and
similar expressions. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
actual results, events or developments to be materially different
from future results, events or developments described in the
forward-looking statements. Such factors include those risks
described in Iowa Telecom’s Form 10-K on file with the SEC. These
factors should be considered carefully and readers are cautioned
not to place undue reliance on such forward-looking statements. All
information is current as of the date this press release is issued,
and Iowa Telecom undertakes no duty to update this information.
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